Form of Indenture (for junior subordinated ebt securities)



 EXHIBIT 4.23 
  
  
  
 RAYMOND JAMES FINANCIAL, INC. 
  
  
  
  
 INDENTURE 
 Dated as of [                    ,
        ] 
  
  
 [                                       
         ] 
 as Trustee 
  
  
 JUNIOR SUBORDINATED DEBT SECURITIES 







 CROSS-REFERENCE SHEET* 
 between 
 Provisions of Sections 310 through 318 of the Trust Indenture Act of 1939, as amended, and the within Indenture
dated as of [                        ] between Raymond James Financial, Inc. and
[                                        
], as Trustee: 
  

			
	ACT SECTION	 	INDENTURE SECTION
		
	310(a)(1)	 	6.09
	(a)(2)	 	6.09
	310(a)(3)	 	N.A.
	(a)(4)	 	N.A.
	310(b)	 	6.08; 6.10(a)(b) and (d)
	310(c)	 	N.A.
	311(a) and (b)	 	6.13
	311(c)	 	N.A.
	312(a)	 	4.01; 4.02(a)
	312(b) and (c)	 	4.02(b) and (c)
	313(a)	 	4.04(a)
	313(b)(1)	 	N.A.
	313(b)(2)	 	N.A.
	313(c)	 	N.A.
	313(d)	 	4.04(b)
	314(a)	 	4.03
	314(b)	 	N.A.
	314(c)(1) and (2)	 	13.06
	314(c)(3)	 	N.A.
	314(d)	 	N.A.
	314(e)	 	13.06
	314(f)	 	N.A.
	315(a)(c) and (d)	 	6.01
	315(b)	 	5.08
	315(e)	 	5.09
	316(a)(1)	 	5.01; 5.07
	316(a)(2)	 	Omitted
	316(a) last sentence	 	7.04
	316(b)	 	5.04
	317(a)	 	5.02
	317(b)	 	3.04(a)
	318(a)	 	13.08

  
  
 * This Cross-Reference Sheet is not part of the Indenture. 







 TABLE OF CONTENTS 
  


							
	 	 	 	 	 	  	Page
			
	ARTICLE 1	 	DEFINITIONS	  	1
			
	 SECTION 1.01.
	 	 Definitions
	  	1
			
	ARTICLE 2	 	SECURITIES	  	8
			
	 SECTION 2.01.
	 	 Forms Generally
	  	8
			
	 SECTION 2.02.
	 	 Form of Trustee’s Certificate of Authentication
	  	8
			
	 SECTION 2.03.
	 	 Amount Unlimited; Issuable in Series
	  	8
			
	 SECTION 2.04.
	 	 Authentication and Dating
	  	10
			
	 SECTION 2.05.
	 	 Date and Denomination of Securities
	  	11
			
	 SECTION 2.06.
	 	 Execution of Securities
	  	13
			
	 SECTION 2.07.
	 	 Exchange and Registration of Transfer of Securities
	  	14
			
	 SECTION 2.08.
	 	 Mutilated, Destroyed, Lost or Stolen Securities
	  	14
			
	 SECTION 2.09.
	 	 Temporary Securities
	  	15
			
	 SECTION 2.10.
	 	 Cancellation of Securities Paid, etc.
	  	16
			
	 SECTION 2.11.
	 	 Global Securities
	  	16
			
	 SECTION 2.12.
	 	 CUSIP Numbers
	  	17
			
	 SECTION 2.13.
	 	 Extension of Interest Payment Period
	  	18
			
	ARTICLE 3	 	PARTICULAR COVENANTS OF THE COMPANY	  	19
			
	 SECTION 3.01.
	 	 Payment of Principal, Premium and Interest
	  	19
			
	 SECTION 3.02.
	 	 Offices for Notices and Payments, etc.
	  	19
			
	 SECTION 3.03.
	 	 Appointments to Fill Vacancies in Trustee’s Office
	  	19
			
	 SECTION 3.04.
	 	 Provision as to Paying Agent
	  	20
			
	 SECTION 3.05.
	 	 Certificate to Trustee
	  	20
			
	 SECTION 3.06.
	 	 Compliance with Consolidation Provisions
	  	21
			
	 SECTION 3.07.
	 	 Limitation on Dividends
	  	21
			
	 SECTION 3.08.
	 	 Covenants as to Trusts
	  	22
			
	 SECTION 3.09.
	 	 Calculation of Original Issue Discount
	  	22
			
	ARTICLE 4	 	SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	  	22
			
	 SECTION 4.01.
	 	 Securityholders’ Lists
	  	22
			
	 SECTION 4.02.
	 	 Preservation and Disclosure of Lists
	  	22

  

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 TABLE OF CONTENTS 
 (continued) 
  


							
	 	 	 	 	 	  	Page
			
	 SECTION 4.03.
	 	 Reports by Company
	  	24
			
	 SECTION 4.04.
	 	 Reports by the Trustee
	  	24
			
	 ARTICLE 5
	 	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS	  	25
			
	 SECTION 5.01.
	 	 Events of Default
	  	25
			
	 SECTION 5.02.
	 	 Payment of Securities on Default; Suit Therefor
	  	26
			
	 SECTION 5.03.
	 	 Application of Moneys Collected by Trustee
	  	29
			
	 SECTION 5.04.
	 	 Proceedings by Securityholders
	  	29
			
	 SECTION 5.05.
	 	 Proceedings by Trustee
	  	30
			
	 SECTION 5.06.
	 	 Remedies Cumulative and Continuing
	  	30
			
	 SECTION 5.07.
	 	 Direction of Proceedings and Waiver of Defaults by Majority of Securityholders
	  	30
			
	 SECTION 5.08.
	 	 Notice of Defaults and Nonpayments
	  	31
			
	 SECTION 5.09.
	 	 Undertaking to Pay Costs
	  	31
			
	 ARTICLE 6
	 	CONCERNING THE TRUSTEE	  	32
			
	 SECTION 6.01.
	 	 Duties and Responsibilities of Trustee
	  	32
			
	 SECTION 6.02.
	 	 Reliance on Documents, Opinions, etc.
	  	33
			
	 SECTION 6.03.
	 	 No Responsibility for Recitals, etc.
	  	34
			
	 SECTION 6.04.
	 	 Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own Securities
	  	35
			
	 SECTION 6.05.
	 	 Moneys to be Held in Trust
	  	35
			
	 SECTION 6.06.
	 	 Compensation and Expenses of Trustee
	  	35
			
	 SECTION 6.07.
	 	 Officers’ Certificate as Evidence
	  	36
			
	 SECTION 6.08.
	 	 Conflicting Interest of Trustee
	  	36
			
	 SECTION 6.09.
	 	 Eligibility of Trustee
	  	36
			
	 SECTION 6.10.
	 	 Resignation or Removal of Trustee
	  	36
			
	 SECTION 6.11.
	 	 Acceptance by Successor Trustee
	  	38
			
	 SECTION 6.12.
	 	 Succession by Merger, etc.
	  	39
			
	 SECTION 6.13.
	 	 Limitation on Rights of Trustee as a Creditor
	  	39
			
	 SECTION 6.14.
	 	 Authenticating Agents
	  	39
			
	 ARTICLE 7
	 	CONCERNING THE SECURITYHOLDERS	  	41
			
	 SECTION 7.01.
	 	 Action by Securityholders
	  	41

  

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 TABLE OF CONTENTS 
 (continued) 
  


							
	 	 	 	 	 	  	Page
			
	 SECTION 7.02.
	 	 Proof of Execution by Securityholders
	  	41
			
	 SECTION 7.03.
	 	 Who Are Deemed Absolute Owners
	  	42
			
	 SECTION 7.04.
	 	 Securities Owned by Company Deemed Not Outstanding
	  	42
			
	 SECTION 7.05.
	 	 Revocation of Consents; Future Holders Bound
	  	42
			
	ARTICLE 8	 	SECURITYHOLDERS’ MEETINGS	  	43
			
	 SECTION 8.01.
	 	 Purposes of Meetings
	  	43
			
	 SECTION 8.02.
	 	 Call of Meetings by Trustee
	  	43
			
	 SECTION 8.03.
	 	 Call of Meetings by Company or Securityholders
	  	43
			
	 SECTION 8.04.
	 	 Qualifications for Voting
	  	44
			
	 SECTION 8.05.
	 	 Regulations
	  	44
			
	 SECTION 8.06.
	 	 Voting
	  	44
			
	ARTICLE 9	 	SUPPLEMENTAL INDENTURES	  	45
			
	 SECTION 9.01.
	 	 Supplemental Indentures without Consent of Securityholders
	  	45
			
	 SECTION 9.02.
	 	 Supplemental Indentures with Consent of Securityholders
	  	47
			
	 SECTION 9.03.
	 	 Compliance with Trust Indenture Act; Effect of Supplemental Indentures
	  	48
			
	 SECTION 9.04.
	 	 Notation on Securities
	  	48
			
	 SECTION 9.05.
	 	 Evidence of Compliance of Supplemental Indenture to be Furnished Trustee
	  	48
			
	ARTICLE 10	 	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	  	49
			
	 SECTION 10.01.
	 	 Company May Consolidate, etc., on Certain Terms
	  	49
			
	 SECTION 10.02.
	 	 Successor Corporation to be Substituted for Company
	  	49
			
	 SECTION 10.03.
	 	 Opinion of Counsel to be Given Trustee
	  	49
			
	ARTICLE 11	 	SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE	  	50
			
	 SECTION 11.01.
	 	 Discharge of Indenture
	  	50
			
	 SECTION 11.02.
	 	 Deposited Moneys and U.S. Government Obligations to be Held in Trust by Trustee
	  	50
			
	 SECTION 11.03.
	 	 Paying Agent to Repay Moneys Held
	  	51
			
	 SECTION 11.04.
	 	 Return of Unclaimed Moneys
	  	51

  

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 TABLE OF CONTENTS 
 (continued) 
  


							
	 	 	 	 	 	  	Page
			
	 SECTION 11.05.
	 	 Defeasance and Discharge Upon Deposit of Moneys or U.S. Government Obligations
	  	51
			
	ARTICLE 12	 	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	  	53
			
	 SECTION 12.01.
	 	 Indenture and Securities Solely Corporate Obligations
	  	53
			
	ARTICLE 13	 	MISCELLANEOUS PROVISIONS	  	53
			
	 SECTION 13.01.
	 	 Successors
	  	53
			
	 SECTION 13.02.
	 	 Official Acts by Successor Corporation
	  	53
			
	 SECTION 13.03.
	 	 Surrender of Company Powers
	  	53
			
	 SECTION 13.04.
	 	 Addresses for Notices, etc.
	  	53
			
	 SECTION 13.05.
	 	 Governing Law
	  	54
			
	 SECTION 13.06.
	 	 Evidence of Compliance with Conditions Precedent
	  	54
			
	 SECTION 13.07.
	 	 Legal Holidays
	  	54
			
	 SECTION 13.08.
	 	 Trust Indenture Act to Control
	  	54
			
	 SECTION 13.09.
	 	 Table of Contents, Headings, etc.
	  	55
			
	 SECTION 13.10.
	 	 Execution in Counterparts
	  	55
			
	 SECTION 13.11.
	 	 Separability
	  	55
			
	 SECTION 13.12.
	 	 Assignment
	  	55
			
	 SECTION 13.13.
	 	 Acknowledgment of Rights
	  	55
			
	ARTICLE 14	 	REDEMPTION OF SECURITIES	  	56
			
	 SECTION 14.01.
	 	 Applicability of Article
	  	56
			
	 SECTION 14.02.
	 	 Notice of Redemption; Selection of Securities
	  	56
			
	 SECTION 14.03.
	 	 Payment of Securities Called for Redemption
	  	57
			
	ARTICLE 15	 	SUBORDINATION OF SECURITIES	  	57
			
	 SECTION 15.01.
	 	 Agreement to Subordinate
	  	57
			
	 SECTION 15.02.
	 	 Default on Senior Obligations
	  	58
			
	 SECTION 15.03.
	 	 Liquidation; Dissolution; Bankruptcy
	  	58
			
	 SECTION 15.04.
	 	 Subrogation
	  	59
			
	 SECTION 15.05.
	 	 Trustee to Effectuate Subordination
	  	60
			
	 SECTION 15.06.
	 	 Notice by the Company
	  	60
			
	 SECTION 15.07.
	 	 Rights of the Trustee; Holders of Senior Obligations
	  	61

  

 -iv- 









 TABLE OF CONTENTS 
 (continued) 
  


							
	 	 	 	 	 	  	Page
			
	 SECTION 15.08.
	 	 Subordination May Not Be Impaired
	  	61

  

 -v- 








 THIS INDENTURE, dated as of
[                    ,         ], between RAYMOND JAMES FINANCIAL, INC., a Florida corporation
(the “Company”), and
[                                        
], as trustee (the “Trustee”), 
 W I T N E S S E T H: 
 WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issue from time to time of its subordinated unsecured debentures, notes
or other evidence of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized by the Company and, to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered, the Company has duly authorized the execution of this Indenture; and 
 WHEREAS,
the Company has duly authorized the execution of this Indenture; and 
 WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms, have been done and performed; 
 NOW, THEREFORE: 
 In consideration of the premises, and the purchase of the Securities by the holders thereof, the Company covenants and agrees with the Trustee for the
equal and proportionate benefit of the respective holders from time to time of the Securities or of a series thereof, as follows: 
 ARTICLE 1

 DEFINITIONS 
 SECTION
1.01.            Definitions. 
 The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other
terms used in this Indenture which are defined in the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or which are by reference therein defined in the Securities Act of 1933, as amended (the “Securities
Act”), shall (except as herein otherwise expressly provided or unless the context otherwise requires) have the meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of this Indenture as
originally executed. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles and the term “generally accepted accounting
principles” means such accounting principles as are generally accepted at the time of any computation. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision. 
 “Affiliate” means, with respect to a specified Person,
(a) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting 








 
securities or other ownership interests of the specified Person, (b) any Person 10% or more of whose outstanding voting securities or other ownership
interests are directly or indirectly owned, controlled or held with power to vote by the specified Person, (c) any Person directly or indirectly controlling, controlled by, or under common control with the specified Person, (d) a
partnership in which the specified Person is a general partner, (e) any officer or director of the specified Person, and (f) if the specified Person is an individual, any entity of which the specified Person is an officer, director or
general partner. 
 “Authenticating Agent” shall mean any agent or agents of the Trustee which at the time shall be appointed and
acting pursuant to Section 6.14. 
 “Bankruptcy Law” shall mean Title 11, U.S. Code, or any similar federal or state law
for the relief of debtors. 
 “Board of Directors” shall mean the Board of Directors or the Executive Committee or any other duly
authorized designated officers of the Company. 
 “Board Resolution” shall mean a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors or by a committee acting under authority of or appointment by the Board of Directors and to be in full force and effect on the date of such certification.

 “Business Day” shall mean, with respect to any series of Securities, any day other than a day on which federal or state banking
institutions in New York, New York, or St. Petersburg, Florida, are authorized or obligated by law, executive order or regulation to close. 
 “Capital Securities” shall mean undivided preferred beneficial interests in the assets of a Trust having the liquidation value specified in a supplemental indenture. 
 “Capital Securities Guarantee” shall mean any guarantee that the Company may enter into with the Trustee or other Persons that operate directly
or indirectly for the benefit of holders of Capital Securities of a Trust. 
 “Certificate” shall mean a certificate signed by the
Chief Executive Officer, President, Chief Financial Officer, any Vice President, Treasurer, Assistant Treasurer or Associate General Counsel of the Company (each, an “Authorized Officer”). 
 “Commission” shall mean the Securities and Exchange Commission. 
 “Common Securities” shall mean undivided common beneficial interests in the assets of a Trust having the liquidation value specified in a supplemental indenture. 
 “Common Securities Guarantee” shall mean any guarantee that the Company may enter into with any Person or Persons that operates directly or
indirectly for the benefit of holders of Common Securities of a particular Trust. 
 “Company” shall mean Raymond James Financial,
Inc., a Florida corporation, and, subject to the provisions of Article 10, shall include its successors and assigns. 
  

 2 








 “Company Common Stock” shall mean the Common Stock of the Company or any other class of stock
resulting from changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. Subject to the anti-dilution provisions of any convertible Security,
however, shares of Company Common Stock issuable on conversion of a Security shall include only shares of the class designated as Common Stock of the Company at the date of the supplemental indenture, Board Resolution or other instrument authorizing
such Security or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of the payment of dividends or the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company, provided that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of such classes resulting from all such reclassifications. 
 “Compounded Interest” shall have the meaning set forth in Section 2.13. 
 “Credit Agreement” shall mean the $100,000,000 Credit Agreement, dated as of February 6, 2009, among the Company, as borrower, the lenders
name therein, JPMorgan Chase Bank, National Association, as administrative agent, Regions Bank, as co-syndication agent, Fifth Third Bank, as co-syndication agent and PNC Bank, National Association, as co-syndication agent. 
 “Custodian” shall mean any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law. 
 “Declaration”, with respect to a specific Trust, shall mean the Amended and Restated Declaration of Trust of that Trust or the equivalent
governing instrument of a Trust. 
 “Default” means any event, act or condition that with notice or lapse of time, or both, would
constitute an Event of Default. 
 “Deferred Interest” shall have the meaning set forth in Section 2.13. 
 “Depositary” shall mean, with respect to Securities of any series, for which the Company shall determine that such Securities will be issued as
a Global Security, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.04 or 2.11. 
 “Event of Default” shall mean any event specified in Section 5.01, continued for the period of time, if any, and after the giving of the notice, if any, therein designated. 
 “Extended Interest Payment Period” shall have the meaning set forth in Section 2.13. 
 “Global Security” means, with respect to any series of Securities, a Security executed by the Company and delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction, all in accordance with the Indenture, which shall be registered in the name of the Depositary or its nominee. 
  


 3 








 “Indenture” shall mean this instrument as originally executed or, if amended or supplemented as
herein provided, as so amended or supplemented, or both, and shall include the form and terms of particular series of Securities established as contemplated hereunder. 
 “Interest” shall mean, when used with respect to non-interest bearing Securities, interest payable after maturity. 
 “Interest Payment Date”, when used with respect to any installment of interest on a Security of a particular series, shall mean 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. 
 “Maturity Date” shall mean the date on which any Securities mature and on which the principal shall be due and payable together with all accrued and unpaid interest thereon. 
 “Mortgage” shall mean and include any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other
similar encumbrance. 
 “Nonpayment” shall have the meaning set forth in Section 5.08. 
 “Officers’ Certificate” shall mean a certificate signed by an Authorized Officer and delivered to the Trustee. Each such certificate shall
include the statements provided for in Section 13.06 if and to the extent provided by the provisions of such Section. 
 “Opinion
of Counsel” shall mean an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or may be other counsel satisfactory to the Trustee. 
 “Original Issue Date” of any Security (or any portion thereof) shall mean the earlier of (a) the date of such Security or (b) the
date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution of the first such Security. 
 “Original Issue Discount Security” shall mean any Security which provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to Section 5.01. 
 The term “outstanding”, when
used with reference to Securities, shall, subject to the provisions of Section 7.04, mean, as of any particular time, all Securities authenticated and delivered by the Trustee or the Authenticating Agent under this Indenture, except 

 

	 	(a)	Securities theretofore canceled by the Trustee or the Authenticating Agent or delivered to the Trustee for cancellation; 

  

 4 









	 	(b)	Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent
(other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided that, if such Securities, or portions thereof, are to be redeemed prior to maturity thereof,
notice of such redemption shall have been given as provided in Article 14 or provision satisfactory to the Trustee shall have been made for giving such notice; and 

  

	 	(c)	Securities paid pursuant to Section 2.08 or in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of
Section 2.08 unless proof satisfactory to the Company and the Trustee is presented that any such Securities are held by bona fide holders in due course. 

 In determining whether the holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.01. 
 “Person” shall mean
any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association or government or any agency or political subdivision thereof. 
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt and as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.08 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security. 
 “Principal Office of the Trustee”, or other similar term, shall mean the principal office of the
Trustee, at which at any particular time its corporate trust business shall be administered. 
 “Property Trustee” has the meaning
set forth in the Declaration of the applicable Trust. 
 “Responsible Officer”, when used with respect to the Trustee, shall mean
the chairman and vice chairman of the board of directors, the chairman or vice chairman of the executive committee of the board of directors, the president, any vice president, any assistant vice president, the cashier, any assistant cashier, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, any senior trust officer, any trust officer, the controller, any assistant controller or any other officer or assistant officer of the Trustee customarily performing
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 his knowledge of and familiarity with the particular subject. 
  

 5 








 “Security” or “Securities” shall have the meaning stated in the first recital of this
Indenture and more particularly means any and all debentures, notes or other evidence of indebtedness authenticated and delivered under this Indenture. 
 “Securityholder”, “holder of Securities”, or other similar terms, shall mean any person in whose name at the time a particular Security is registered on the register kept by the Company or the
Trustee for that purpose in accordance with the terms hereof. 
 “Senior Obligations” means, with respect to the Company,
(i) the principal, premium, if any, and interest in respect of (A) indebtedness of such obligor for money borrowed or purchased and similar obligations (whether or not denominated as senior or subordinated), and (B) indebtedness
evidenced by securities, debentures, bonds or other similar instruments (whether or not denominated as senior or subordinated) issued by such obligor; (ii) all capital lease obligations of such obligor; (iii) all obligations of such
obligor issued or assumed as the deferred purchase price of property, all conditional sale obligations of such obligor and all obligations of such obligor under any title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of such obligor for the reimbursement on any letter of credit, banker’s acceptance or similar credit transaction; (v) all obligations of the Company arising from off-balance sheet
guarantees by the Company and direct credit substitutes and obligations of the Company associated with derivative products such as interest and foreign exchange rate contracts, commodity contracts, swap agreements (including interest rate and
foreign exchange swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts and commodity option contracts; (vi) all obligations and
financial instruments of the type referred to in clauses (i) through (v) of other Persons for the payment of which such obligor is responsible or liable as obligor, guarantor or otherwise; (vii) all obligations of the type referred to
in clauses (i) through (vi) of other Persons secured by any lien on any property or asset of such obligor (whether or not such obligation is assumed by such obligor); and (viii) all obligations of the Company under the Credit
Agreement, except for (1) any such indebtedness that is by its terms subordinated to or pari passu with the Securities, and (2) any indebtedness between or among such obligor and its Affiliates, including all other debt securities and
guarantees in respect of those debt securities, which is issued to (x) any Trust or trustee for such Trust, or (y) any other trust, or a trustee of such trust, partnership or other entity affiliated with the Company or its predecessor
entities which is a financing vehicle of the Company or its predecessor entities (a “Financing Entity”) in connection with the issuance by such Financing Entity of preferred securities or other securities that rank equally with, or junior
to, the Capital Securities. 
 “Subsidiary” shall mean with respect to any Person, (i) any corporation at least a majority of
whose outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii) any general partnership, joint venture or similar
entity, at least a majority of whose outstanding partnership or similar interests shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries and (iii) any limited
partnership of which such Person or any of its Subsidiaries is a general partner. For the purposes of this definition, “voting stock” means shares, interests, participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the 

  

 6 








 
election of a majority of the directors (or the equivalent) of such Person, other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency. 
 “Trust” shall mean each of the RJF Capital Trust I, RJF Capital Trust
II, RJF Capital Trust III, RJF Capital Trust IV and RJF Capital Trust V, each a Delaware business trust, as well as any other similar trust created for the purpose of issuing Trust Securities in connection with the issuance of Securities under this
Indenture. 
 “Trust Indenture Act” shall mean the Trust Indenture Act of 1939 as in force at the date of execution of this
Indenture, except as provided in Section 9.03. 
 “Trust Securities” shall mean the Common Securities and the Capital
Securities of a Trust or any equivalent security issued by a Trust. 
 “Trustee” shall mean
[                                ], and, subject to the provisions of
Article 6 hereof, shall also include its successors and assigns as Trustee hereunder. The term “Trustee” as used with respect to a particular series of the Securities shall mean the trustee with respect to that series. 
 “U.S. Government Obligations” shall mean securities that are (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case under clauses (i) or (ii) are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation
or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. 
 “Vice
President” when used with respect to the Company or the Trustee shall mean any vice president, whether or not designated by a number or word or words added before or after the title “vice president,” including any Executive or Senior
Vice President. 
 “Yield to Maturity” shall mean the yield to maturity on a series of Securities, calculated at the time of
issuance of such series of Securities, or if applicable, at the most recent redetermination of interest on such series and calculated in accordance with accepted financial practice. 
  

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 ARTICLE 2 
 SECURITIES 
 SECTION 2.01.            Forms
Generally. 
 The Securities of each series shall be in substantially the form as shall be authorized by or pursuant to (1) a Board
Resolution and as set forth in an Officers’ Certificate of the Company or (2) one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of
any securities exchange or all as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. 
 In the event the Securities are issued in definitive form pursuant to this Indenture, such Securities shall be typewritten, printed, lithographed or engraved on steel engraved borders or may be produced in any other
manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
 SECTION
2.02.            Form of Trustee’s Certificate of Authentication. 
 The
Trustee’s certificate of authentication on all Securities shall be in substantially the following form: 
 This is one of the Securities
of the series designated therein referred to in the within-mentioned Indenture. 
  

					
	[                                       
 ]
	as Trustee


  

					
	By	 	  
	 	
		 	Authorized Signatory	 	


 SECTION 2.03.            Amount
Unlimited; Issuable in Series. 
 The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture
or otherwise by the Company is unlimited. 
 The Securities may be issued in one or more series up to the aggregate principal amount of
securities of that series from time to time authorized by or pursuant to a Board Resolution of the Company or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there shall be
established in or pursuant to a Board Resolution of the Company and set forth in an Officers’ Certificate of the Company or established in one or more indentures supplemental hereto: 
  

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

  

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	 	(2)	any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.07, 2.08, 2.09 or 14.03); 

  

	 	(3)	the date or dates on which the principal of and premium, if any, on the Securities of the series is payable; 

  

	 	(4)	the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such interest may be determined; whether the interest rate is fixed or
floating; the interest payment period (whether quarterly, semi-annual or otherwise); the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable or the manner of determination of such
Interest Payment Dates and the record dates for the determination of holders to whom interest is payable on any such Interest Payment Dates; 

  

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

  

	 	(6)	the right, if any, to extend the interest payment periods and the duration of such extension; 

  

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

  

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

  

	 	(9)	if other than in denominations of $25 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; 

  

	 	(10)	if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02; 

  

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	 	(11)	any Events of Default with respect to the Securities of a particular series, if not set forth herein; 

  

	 	(12)	the form of the Securities of the series including the form of the Certificate of Authentication of such series; 

  

	 	(13)	any trustee, authenticating or paying agents, warrant agents, transfer agents or registrars with respect to the Securities of such series; 

  

	 	(14)	whether the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or
Securities, and whether beneficial owners of interests in any such Global Securities may exchange such interests for other Securities of such series in the manner provided in Section 2.07, and the manner and the circumstances under which and
the place or places where any such exchanges may occur if other than in the manner provided in Section 2.07, and any other terms of the series relating to the global nature of the Global Securities of such series and the exchange, registration
or transfer thereof and the payment of any principal thereof, or interest or premium, if any, thereon; 

  

	 	(15)	any right of the Company to shorten or extend the Maturity Date of the Securities of such series, as well as the method for determining a Maturity Date; 

  

	 	(16)	any subordination terms of the Securities of a series which may be different from those contained in Article 15; and 

  

	 	(17)	any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). 

 All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to
such Board Resolution or in any such indenture supplemental hereto. 
 If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate of
the Company setting forth the terms of the series. 
 SECTION
2.04.            Authentication and Dating. 
 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 the Trustee shall thereupon authenticate and make available for delivery said
Securities to or upon the written order of the Company, signed by any Authorized Officer, without any further action by the Company hereunder. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon: 
  

	 	(1)	a copy of any Board Resolution or Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by
the Secretary or an Assistant Secretary of the Company; 

  

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	 	(2)	an executed supplemental indenture, if any; 

  

	 	(3)	an Officers’ Certificate setting forth the form and terms of the Securities as required pursuant to Sections 2.01 and 2.03, respectively; and 

  

	 	(4)	an Opinion of Counsel which shall also state: 

  

	 	(a)	that the form of such Securities has been established by or pursuant to a Board Resolution or by a supplemental indenture as permitted by Section 2.01 in conformity with the
provisions of this Indenture; 

  

	 	(b)	that the terms of such Securities have been established by or pursuant to a Board Resolution or by a supplemental indenture as permitted by Section 2.03 in conformity with the
provisions of this Indenture; 

  

	 	(c)	that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel,
will constitute valid and legally binding obligations of the Company; 

  

	 	(d)	that all laws and requirements in respect of the execution and delivery by the Company of the Securities have been complied with in all material respects and that authentication and
delivery of the Securities by the Trustee will not violate the terms of the Indenture; and 

  

	 	(e)	such other matters as the Trustee may reasonably request. 

 The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by its
board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or vice presidents shall determine that such action would expose the Trustee to personal liability to existing holders. 
 SECTION 2.05.            Date and Denomination of Securities. 
 The Securities shall be issuable as registered Securities without coupons and in such denominations as shall be specified or established under
Section 2.03. In the absence of any 

  

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such specification pursuant to Section 2.03 with respect to the Securities of any series, the Securities of a series shall be issuable in the
denominations of $25 and any multiple thereof. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the officers of the Company executing the same may determine with the approval
of the Trustee as evidenced by the execution and authentication thereof. 
 Every Security shall be dated the date of its authentication,
shall bear interest, if any, from such date and shall be payable on such dates, in each case, as contemplated by Section 2.03. The interest installment on any Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment. In
the event that any Security of a particular series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest
on such Security will be paid upon presentation and surrender of such Security as provided in Section 3.02. 
 Any interest on any
Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Security of the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on
the relevant regular record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below: 
 (1)        The Company may make payment of any Defaulted Interest on Securities to the Persons
in whose names such Securities (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 prior to the date of the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in the Security Register (as
hereinafter defined), 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 mailed as aforesaid, such Defaulted Interest shall be paid
to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such special record date and shall be no longer payable pursuant to the following clause (2). 
  

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 (2)        The Company may make payment of any
Defaulted Interest on any Securities 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 Trustees of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
 Unless otherwise set forth in a Board Resolution or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term “regular record
date” as used in this Section with respect to a series of Securities with respect to any Interest Payment Date for such series shall mean either the fifteenth day of the month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month, or the last day of the month immediately preceding the month in which an Interest Payment Date established for
such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is a Business Day. 
 Subject to the foregoing provisions of this Section, each Security of a series delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security of such series shall carry the rights
to interest accrued and unpaid, and to accrue, that were carried by such other Security. 
 SECTION
2.06.            Execution of Securities. 
 The Securities shall be signed in
the name and on behalf of the Company by the manual or facsimile signature of its Chief Executive Officer, President or one of its Vice-Presidents and, at the option of the Company, may be attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries, under its corporate seal which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Securities as shall bear
thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture. 
 In case any officer of the Company who shall have signed any of the Securities shall cease to be such
officer before the Securities so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Securities had not ceased to be such officer of the Company; and any Security may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Security, shall be the proper officers of
the Company, although at the date of the execution of this Indenture any such person was not such an officer. 
  

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 SECTION 2.07.            Exchange and
Registration of Transfer of Securities. 
 Subject to Section 2.05, Securities of any series may be exchanged for a like aggregate
principal amount of Securities of the same series of other authorized denominations. Securities to be exchanged may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be maintained by the Company for
such purpose as provided in Section 3.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor the Security or Securities
which the Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal corporate trust office of the Trustee or at any office or agency of the
Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee
or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and
delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. 
 The Company or the
Trustee shall keep, at the Principal Office of the Trustee, a register for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and
shall register the transfer of all Securities as in this Article 2 provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. 
 All Securities presented for registration of transfer or for exchange or payment shall (if so required by the Company or the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the holder or his attorney duly
authorized in writing. 
 No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the
Trustee may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith. 
 The Company or the Trustee shall not be required to exchange or register a transfer of (a) any Security for a period of 15 days next preceding the date of selection of Securities of such series for redemption, or (b) any
Securities of any series selected, called or being called for redemption in whole or in part, except in the case of any Securities of any series to be redeemed in part, the portion thereof not so to be redeemed. 
 SECTION 2.08.            Mutilated, Destroyed, Lost or Stolen Securities. 
 In case any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company shall execute, and upon its request the
Trustee shall authenticate and deliver, a new Security of the same series bearing a number not contemporaneously outstanding, 

  

 14 








 
in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substituted Security shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish
to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof. 
 The Trustee may authenticate any such substituted Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Security, 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 connected therewith. In case any Security which has matured or is about to mature or has been called for redemption in full
shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for
such payment shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof. 
 Every substituted Security of any series issued pursuant to the
provisions of this Section 2.08 by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be found
at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. All Securities shall be held and owned upon the express condition that,
to the extent permitted by applicable law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. 
 SECTION 2.09.            Temporary Securities. 
 Pending the preparation of definitive Securities of any series the Company may execute and the Trustee shall authenticate and make available for delivery
temporary Securities (typed, printed or lithographed). Temporary Securities shall be issuable in any authorized denomination, and substantially in the form of the definitive Securities but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company. Every such temporary Security shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with
the same effect, as the definitive Securities. Without unreasonable delay the Company will execute and deliver to the Trustee or the Authenticating Agent definitive Securities and thereupon any or all temporary Securities of such series may be
surrendered in exchange therefor, at the principal corporate trust office of the Trustee or at any office or agency maintained by the Company for such purpose as provided in Section 3.02, and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in exchange for such 

  

 15 








 
temporary Securities a like aggregate principal amount of such definitive Securities. Such exchange shall be made by the Company at its own expense and
without any charge therefor except that in case of any such exchange involving a registration of transfer the Company may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.
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 the same series authenticated and delivered hereunder. 
 SECTION 2.10.            Cancellation of Securities Paid, etc. 
 All Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer, shall, if surrendered to the Company or any
paying agent, be surrendered to the Trustee and promptly cancelled by it, or, if surrendered to the Trustee or any Authenticating Agent, shall be promptly cancelled by it, and no Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. All Securities cancelled by any Authenticating Agent shall be delivered to the Trustee. The Trustee shall deliver all cancelled Securities to the Company. If the Company shall acquire any of the
Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. 
 SECTION 2.11.            Global Securities. 
 (a)        If the Company shall establish pursuant to Section 2.03 that the Securities of a particular
series are to be issued as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, one or more Global Securities that (i) shall represent, and shall be denominated
in an amount equal to the aggregate principal amount of, all of the outstanding Securities of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: 
 This Security is a
global security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Security is not exchangeable for Securities registered in the name of a person other than
the Depositary or its nominee, except in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary) may be registered except in the limited circumstances described in the Indenture. 
 (b)        Notwithstanding the provisions of Section 2.07, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in
Section 2.07, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. 
  

 16 








 (c)        If at any time the Depositary for a series of the
Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be
applicable to the Securities of such series and the Company will execute, and subject to Section 2.07, the Trustee will authenticate and make available for delivery the Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company may at any time determine that the Securities of any
series shall no longer be represented by a Global Security and that the provisions of this Section 2.11 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.07, the
Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and make available for delivery the Securities of such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form
without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.11(c) shall be registered
in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for
delivery to the Persons in whose names such Securities are so registered. 
 So long as the system of registration described in this
Section 2.11 is in effect, the Depositary, or its nominee, will be considered the sole owner of the Securities and (a) the records of the Depositary will be determinative for all purposes and (b) neither the Company, the Trustee nor
any paying agent, Security registrar or transfer agent for such Securities will have any responsibility or liability for (i) any aspect of the records relating to or payments made on account of owners of beneficial interests in the Securities
of such series, (ii) maintaining, supervising or reviewing any records relating to such beneficial interests, (iii) receipt of notices, voting and requesting or directing the Trustee to take, or not to take, or consenting to, certain
actions hereunder, or (iv) the records and procedures of the Depositary. 
 SECTION
2.12.            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 Securityholders; 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. 
  

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 SECTION 2.13.            Extension of
Interest Payment Period. 
 The Company shall have the right, at any time and from time to time during the term of any series of the
Securities, to defer payments of interest by extending the interest payment period of all Securities of that series for that number of periods established and described in a supplemental indenture or Board Resolution establishing the series (the
“Extended Interest Payment Period”), during which Extended Interest Payment Period no interest shall be due and payable; provided that no Extended Interest Payment Period may extend beyond the Maturity Date. To the extent permitted by
applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.13, will bear interest thereon at the rate of interest specified in the applicable Security
compounded periodically for each interest payment period of the Extended Interest Payment Period (“Compounded Interest”). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the
Notes, including any Compounded Interest (together, “Deferred Interest”), together with all other amounts due thereon, that shall be payable to the Holders of the Notes in whose names the Notes are registered in the Security Register on
the first record date after the end of the Extended Interest Payment Period. Before the termination of any Extended Interest Payment Period, the Company may further extend such period, provided that such period together with all such further
extensions thereof shall not exceed the maximum Extended Interest Payment Period established and described in the supplemental indenture or Board Resolution establishing a series of Securities, or extend beyond the Maturity Date of the Notes. Upon
the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may commence a new Extended Interest Payment Period. No interest shall be due and payable during an Extended Interest Payment
Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during an Extended Interest Payment Period. 
 (a)        If the Property Trustee (as defined in the Declaration) is the only registered holder of the Notes at the time the Company selects an Extended Interest Payment
Period, the Company shall give written notice to the Regular Trustees (as defined in the Declaration), the Property Trustee and the Trustee of its selection of such Extended Interest Payment Period one Business Day before the earlier of (i) the
next succeeding date on which Distributions on the Trust Securities issued by the Trust are payable, or (ii) the date the Trust is required to give notice of the record date, or the date such Distributions are payable, to the New York Stock
Exchange or any other exchange upon which the Securities or Trust Securities are listed or other applicable self-regulatory organization or to holders of the Capital Securities issued by the Trust, but in any event at least one Business Day before
such record date. 
 (b)        If the Property Trustee is not the only holder of the Notes at the
time the Company selects an Extended Interest Payment Period, the Company shall give the holders of the Securities and the Trust Securities and the Trustee written notice of its selection of such Extended Interest Payment Period at least 10 Business
Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to the New York Stock Exchange or any other exchange
upon which the Securities or Trust Securities are listed or other applicable self-regulatory organization or to holders of the Securities. 
  

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 (c)        The interest payment period in which any notice is
given pursuant to paragraphs (a) or (b) of this Section 2.13 shall be counted as one of the interest payment periods permitted in computing the maximum Extended Interest Payment Period. 
 ARTICLE 3 
 PARTICULAR COVENANTS OF THE
COMPANY. 
 SECTION 3.01.            Payment of Principal, Premium and Interest.

 The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the
principal of, premium, if any, and interest on each of the Securities of that series at the place, at the respective times and in the manner provided in such Securities. Each installment of interest on the Securities of any series may be paid by
mailing checks for such interest payable to the order of the holders of Securities entitled thereto as they appear on the registry books of the Company. 
 SECTION 3.02.            Offices for Notices and Payments, etc. 
 So long as any of the Securities remains outstanding, the Company will maintain in New York, New York, an office or agency where the Securities of each series may be presented for payment, an office or agency where
the Securities of that series may be presented for registration of transfer and for exchange as in this Indenture provided and an office or agency where notices and demands to or upon the Company in respect of the Securities of that series or of
this Indenture may be served. The Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Until otherwise designated from time to time by the Company in a notice to the
Trustee, or specified as contemplated by Section 2.03, any such office or agency for all of the above purposes shall be the office or agency of the Trustee. In case the Company shall fail to maintain any such office or agency in New York, New
York, or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the principal corporate trust office of the Trustee. 
 In addition to any such office or agency, the Company may from time to time designate one or more offices or agencies outside New York, New York, where
the Securities may be presented for registration of transfer and for exchange in the manner provided in this Indenture, and the Company may from time to time rescind such designation, as the Company may deem desirable or expedient; provided,
however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain any such office or agency in New York, New York, for the purposes above mentioned. The Company will give to the Trustee prompt
written notice of any such designation or rescission thereof. 
 SECTION
3.03.            Appointments to Fill Vacancies in Trustee’s Office. 
 The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee hereunder. 
  

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 SECTION 3.04.            Provision as to
Paying Agent. 
 (a)        If the Company shall appoint a paying agent other than the Trustee with
respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.04, 
  

	 	(1)	that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Securities of such series (whether such sums
have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the holders of the Securities of such series; and 

  

	 	(2)	that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of and premium, if
any, or interest, if any, on the Securities of such series when the same shall be due and payable. 

 (b)        If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest, if any, on the Securities of any series, set
aside, segregate and hold in trust for the benefit of the holders of the Securities of such series a sum sufficient to pay such principal, premium or interest so becoming due and will notify the Trustee of any failure to take such action and of any
failure by the Company (or by any other obligor under the Securities of such series) to make any payment of the principal of and premium, if any, or interest, if any, on the Securities of such series when the same shall become due and payable.

 (c)        Anything in this Section 3.04 to the contrary notwithstanding, the Company may,
at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by
the Trustee or any paying agent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. 
 (d)        Anything in this Section 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.04 is subject to
Sections 11.03 and 11.04. 
 SECTION 3.05.            Certificate to
Trustee. 
 The Company will deliver to the Trustee on or before 120 days after the end of each fiscal year in each year, so long as
Securities of any series are outstanding hereunder, a Certificate stating that in the course of the performance by the signers of their duties as officers of the Company they would normally have knowledge of any default by the Company in the
performance of any covenants contained herein, stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof. 
  

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 SECTION 3.06.            Compliance with
Consolidation Provisions. 
 The Company will not, while any of the Securities remain outstanding, consolidate with, or merge into, or merge
into itself, or sell or convey all or substantially all of its property to any other company unless the provisions of Article 10 are complied with. 
 SECTION 3.07.            Limitation on Dividends. 
 (a)        If Securities are held by a Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Trust and (i) there shall have occurred and be continuing any
event that would constitute an Event of Default or Nonpayment or (ii) the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or Common Securities Guarantee relating to such Trust,
then: 
 (x)        the Company shall not declare or pay any dividend on, make any distributions
with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payment with respect thereto (other than (i) purchases or acquisitions of shares of its common stock in
connection with the satisfaction by the Company of its obligations under any employee benefit plans, (ii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of Company capital stock for
another class or series of its capital stock or (iii) the purchase of fractional interests in shares of its capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or security being converted or
exchanged) or make any guarantee payments with respect to the foregoing, and 
 (y)        the
Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to such Securities. 
 (b)        If the Company shall exercise its right to defer payment of interest as provided in
Section 2.13, and such Extended Interest Payment Period is continuing, then (a) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock or make any guarantee payment with respect thereto (other than (i) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Company of its obligations under any
employee benefit plans, (ii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of
fractional interests in shares of its capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or security being converted or exchanged) or make any guarantee payments with respect thereto and
(b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Securities.

  

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 SECTION 3.08.            Covenants as to
Trusts. 
 In the event Securities are issued to a Trust or a trustee of such trust in connection with the issuance of Trust Securities by
such Trust, for so long as such Trust Securities remain outstanding, the Company will (i) maintain 100% direct or indirect ownership of the Common Securities of such Trust, (ii) use its reasonable efforts to cause such Trust (a) to
remain a business trust, except in connection with a distribution of Securities, the redemption of all of the Trust Securities of such Trust or certain mergers, consolidations or amalgamations, each as permitted by the Declaration of such Trust, and
(b) to otherwise continue not to be treated as an association taxable as a corporation or partnership for United States federal income tax purposes and (iii) use its reasonable efforts to cause each holder of Trust Securities to be treated
as owning an undivided beneficial interest in the Securities. 
 SECTION
3.09.            Calculation of Original Issue Discount. 
 The Company shall
file with the Trustee promptly at the end of each calendar year a written notice specifying the amount of any original issue discount (including daily rates and accrual periods) accrued on outstanding Securities as of the end of such year.

 ARTICLE 4 
 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE. 
 SECTION
4.01.            Securityholders’ Lists. 
 The Company covenants and agrees
that it will furnish or cause to be furnished to the Trustee: 
  

	 	(a)	on a monthly basis on each regular record date for each series of Securities, a list, in such form as the Trustee may reasonably require, of the names and addresses of the
Securityholders of such series of Securities as of such record date (and on dates to be determined pursuant to Section 2.03 for non-interest bearing securities in each year); and 

  

	 	(b)	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, 

 except that no such lists need be furnished so long as the Trustee is in
possession thereof by reason of its acting as Security registrar for such series. 
 SECTION
4.02.            Preservation and Disclosure of Lists. 
 (a)        The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of each series of Securities (1) contained
in the most recent list furnished to it as provided in Section 4.01 or (2) received by it in the capacity of Securities registrar (if so acting) hereunder. The Trustee may destroy any list furnished to it as provided in Section 4.01
upon receipt of a new list so furnished. 
  

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 (b)        In case three or more holders of Securities of any
series (hereinafter referred to as “applicants”) apply in writing to the Trustee and furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series for a period of at least six months preceding the
date of such application, and such application states that the applicants desire to communicate with other holders of Securities of such series or with holders of all Securities with respect to their rights under this Indenture or under such
Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall within five business days after the receipt of such application, at its election, either:

  

	 	(1)	afford such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02, or


  

	 	(2)	inform such applicants as to the approximate number of holders of such series or all Securities, as the case may be, whose names and addresses appear in the information preserved at
the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02, and as to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in such
application. 

 If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon
the written request of such applicants, mail to each Securityholder of such series or all Securities, as the case may be, whose name and address appear in the information preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 4.02 a copy of the form of proxy or other communication which is specified in such request with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision
for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the holders of Securities of such series or all Securities, as the case may be, or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such
material to all such Securityholders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

 (c)        Each and every holder of Securities, by receiving and holding the same, agrees with
Company and the Trustee that neither the Company nor the Trustee nor any paying 

  

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agent 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 the provisions of subsection (b) of this Section 4.02, 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 subsection 4.02(b). 
 SECTION 4.03.            Reports by Company.

 (a)        The Company covenants and agrees to file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to
either of such sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. 
 (b)        The Company covenants and agrees to file with the Trustee and the Commission, in accordance with the
rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required
from time to time by such rules and regulations. 
 (c)        Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Certificates and Officers’ Certificates). 
 SECTION 4.04.            Reports by the Trustee. 
 (a)        The Trustee shall transmit to Securityholders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each March 31 following the date of this Indenture deliver to Securityholders a brief report,
dated as of such March 31, which complies with the provisions of such Section 313(a). 
 (b)        A copy of each such report shall, at the time of such transmission to Securityholders, be filed by the Trustee with each stock exchange, if any, upon which the Securities are listed, with
the Commission and with the Company. The Company will promptly notify the Trustee when the Securities are listed on any stock exchange. 
  

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 ARTICLE 5 
 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS 
 SECTION
5.01.            Events of Default. 
 In case one or more of the following
Events of Default with respect to Securities of any series or such other events as may be established with respect to the Securities of that series as contemplated by Section 2.03 hereof shall have occurred and be continuing: 
  

	 	(a)	a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or 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 90 consecutive days; or 

  

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

  

	 	(c)	in the event Securities are held by a Trust or a trustee of such Trust, such Trust shall have voluntarily or involuntarily dissolved, wound-up its business or otherwise terminated
its existence except in connection with (i) the distribution of Securities to holders of Trust Securities in liquidation of their interests in such Trust, (ii) the redemption of all of the outstanding Trust Securities of such Trust or
(iii) certain mergers, consolidations or amalgamations, each as permitted by the Declaration of such Trust; 

 then, and in each and every
such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of that series then outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) of all Securities of that series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. 

 

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 The foregoing provisions, however, are subject to the condition that if, at any time after the principal
(or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of such series (or of all the Securities, as the case may be) and the principal of and premium, if any, on any and all Securities of such series (or of all the Securities, as the case may be) which shall have become
due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series, (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of
such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith, and if any and all Events of Default under the Indenture, shall have been cured, waived or otherwise remedied as provided herein -- then and in
every such case the holders of a majority in aggregate principal amount of the Securities of such series (or of all the Securities, as the case may be) then outstanding, by written notice to the Company and to the Trustee, may waive all defaults
with respect to that series (or with respect to all Securities, as the case may be, in such case, treated as a single class) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to
or shall affect any subsequent default or shall impair any right consequent thereon. 
 In case the Trustee shall have proceeded to enforce
any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the
Company, the Trustee and the holders of the Securities shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the holders of the Securities shall continue
as though no such proceeding had been taken. 
 SECTION 5.02.            Payment
of Securities on Default; Suit Therefor. 
 The Company covenants that: 
  

	 	(a)	in case of nonpayment of any installment of interest upon any of the Securities of any series as and when the same shall become due and payable, and such nonpayment shall have
continued for a period of 30 days, or 

  

	 	(b)	in case of nonpayment of any of the principal of or premium, if any, on any of the Securities of any series as and when the same shall have become due and payable, whether at
maturity of the Securities of that series or upon redemption or by declaration or otherwise, or 

  

 26 









	 	(c)	in case there shall have occurred a failure in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than those set forth exclusively in
terms of any particular series of Securities established as contemplated in this Indenture), and continuance of such failure or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding Securities a written notice specifying such failure or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder; 

 then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the
holders of the Securities of that series, the amount that then shall have become due and payable on all such Securities of that series for principal and premium, if any, or interest, or both, as the case may be, with interest upon the overdue
principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law and, if the Securities are held by a Trust or a trustee of such trust, without duplication of any other amounts paid by a Trust or
trustee in respect thereof) upon the overdue installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount Securities) borne by the Securities of that series; and, in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence
or bad faith. 
 In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or any other obligor on such Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Securities wherever situated the moneys
adjudged or decreed to be payable. 
 In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company
or any other obligor on the Securities of any series under the Bankruptcy Law, or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in the case of any other
similar judicial proceedings relative to the Company or other obligor upon the Securities of any series, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of
any series 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 pursuant to the provisions of this Section 5.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of 

  

 27 








 
principal and interest (or, if the Securities of that series are Original Issue Discount Securities such portion of the principal amount as may be specified
in the terms of that series) owing and unpaid in respect of the Securities of such series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in such judicial proceedings relative to the Company or any other obligor on the Securities of any series, or to the
creditors or property of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities or any series in any election of a trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to
distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. 
 Nothing herein contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

 All rights of action and of asserting claims under this Indenture, or under any of the Securities, may be enforced by the Trustee without
the possession of any of the Securities, or the production thereof on any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the holders of the Securities. 
 In any proceedings brought by the Trustee (and
also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Securities, and it shall not be necessary to make any holders
of the Securities parties to any such proceedings. 
 Notwithstanding any provision in this Section 5.02, neither the Trustee nor the
Securityholders shall have the right to accelerate payment of any series of the Securities or otherwise to declare such Securities due and payable except as specifically set forth in Section 5.01. 
  

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 SECTION 5.03.            Application of
Moneys Collected by Trustee. 
 Any moneys collected by the Trustee shall be applied in the following order, at the date or dates fixed by
the Trustee for the distribution of such moneys, upon presentation of the several Securities in respect of which moneys have been collected, and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid:

 First: To the payment of costs and expenses of collection applicable to such series and reasonable compensation to the Trustee, its
agents, attorneys and counsel, and of all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith; 
 Second: To the payment of all Senior Obligations of the Company if and to the extent required by Article 15; 
 Third: In case the principal of the outstanding Securities in respect of which moneys have been collected shall not have become due and be unpaid, to the
payment of the amounts then due and unpaid upon Securities of such series for principal (and premium, if any), and interest on the Securities of such series, in respect of which or for the benefit of which money has been collected, ratably, without
preference or priority of any kind, according to the amounts due on such Securities for principal (and premium, if any) and interest, respectively. 
 SECTION 5.04.            Proceedings by Securityholders. 
 Subject to
the rights granted to the holder of a series under Section 13.13, no holder of any Security of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity
or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event of
Default and of the continuance thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the Securities of that
series then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such reasonable indemnity
as it may require against the costs, expenses and liabilities to be incurred therein or thereby; (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit
or proceeding, and (v) during such 60 day period the holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction inconsistent with the request; it being understood and intended, and being
expressly covenanted by the taker and holder of every Security with every other taker and holder and the Trustee, that no one or more holders of Securities of any series shall have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any other holder of Securities, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of the applicable series. 
  

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 Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security
to receive payment of the principal of (premium, if any) and interest, if any, on such Security, on or after the same shall have become due and payable, or to institute suit for the enforcement of any such payment, shall not be impaired or affected
without the consent of such holder and by accepting a Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one
or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other such Securities, or to
obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of series.
For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 
 SECTION 5.05.            Proceedings by Trustee. 
 In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 
 SECTION 5.06.            Remedies Cumulative and Continuing. 
 Except as otherwise provided in Section 2.08, all powers and remedies given by this Article 5 to the Trustee or to the Securityholders shall,
to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise established with respect to such series, and no delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 5.04, every power and remedy
given by this Article 5 or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders. 
 SECTION 5.07.            Direction of Proceedings and Waiver of Defaults by Majority of
Securityholders. 
 The holders of a majority in aggregate principal amount of the Securities of any or all series affected (voting as one
class) at the time outstanding 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; provided, however, that
(subject to the 

  

 30 








 
provisions of Section 6.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so
directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its
board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would subject the Trustee to personal liability. Prior to any
declaration accelerating the maturity of any series of the Securities, or of all the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Securities of that series at the time outstanding may on behalf of
the holders of all of the Securities of such series waive any past default or Event of Default including any default established pursuant to Section 2.03 and its consequences except a default (a) in the payment of principal of, premium, if
any, or interest on any of the Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Security affected, or (c) a default of the covenants contained in
Section 3.07; provided, however, that if the Securities of such series are held by a Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in liquidation preference
of Trust Securities of the applicable Trust shall have consented to such waiver or modification to such waiver; provided further, that if the consent of the Holder of each outstanding Security is required, such waiver shall not be effective until
each holder of the Trust Securities of the applicable Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Upon any such waiver
the Company, the Trustee and the holders of the Securities of that series (or of all Securities, as the case may be) shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 5.07, such default or Event of Default shall for all purposes of
the Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing. 
 SECTION 5.08.            Notice of Defaults and Nonpayments. 
 The
Trustee shall, within 90 days after the occurrence of a default with respect to the Securities of any series, mail to all Securityholders of that series, as the names and addresses of such holders appear upon the Security register, notice of all
defaults with respect to that series and notice of nonpayment of principal, premium, if any, or interest, when due on the Securities of such series (“Nonpayments”) known to the Trustee, unless such defaults or Nonpayments shall have been
cured before the giving of such notice (the term “defaults” for the purpose of this Section 5.08 being hereby defined to be the events specified in clauses (a) and (b) of Section 5.01, not including periods of grace, if
any, provided for therein). 
 SECTION 5.09.            Undertaking to Pay Costs.

 All parties to this Indenture agree, and each holder of any Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit 

  

 31 








 
for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.09 shall not apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders of any series, holding in the aggregate more than 10% in principal amount of the Securities of that series outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Security against the Company on or after the same shall have become due and payable. 
 ARTICLE 6 
 CONCERNING THE TRUSTEE 
 SECTION 6.01.            Duties and Responsibilities of Trustee. 
 With respect to the holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to Securities of that series and after the curing or waiving of all
Events of Default which may have occurred, with respect to Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities
of a series has occurred (which has not been cured or waived) 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 man would exercise or
use under the circumstances in the conduct of his own affairs. 
 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)	prior to the occurrence of an Event of Default with respect to Securities of a series and after the curing or waiving of all Events of Default with respect to that series which may
have occurred 

  

	 	(1)	the duties and obligations of the Trustee with respect to Securities of a series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be
liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


  

	 	(2)	 in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the 



  

 32 









	 	 
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; 


  


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

  

	 	(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 Securityholders pursuant to
Section 5.07, 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. 

 None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably assured to it. 
 SECTION
6.02.            Reliance on Documents, Opinions, etc. 
 Except as otherwise
provided in Section 6.01: 
  

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

  


	 	(b)	any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be
herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; 

  

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

  

	 	(d)	 the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the
Securityholders, pursuant to the provisions of this Indenture, 



  

 33 









	 	 
unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby; 


  

	 	(e)	the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to a series of the Securities (that has not been cured or waived) to exercise with respect
to Securities of that series such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own
affairs; 

  

	 	(f)	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,
consent, order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to do so by the holders of not less than a majority in principal amount of the outstanding Securities of the series affected thereby; provided,
however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; and 

  

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

 SECTION 6.03.            No Responsibility for Recitals, etc. 
 The recitals contained herein and in the Securities (except in the certificate of authentication of the Trustee or the Authenticating Agent) shall be
taken as the statements of the Company and the Trustee and the Authenticating Agent assume no responsibility for the correctness of the same. The Trustee and the Authenticating Agent make no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee and the Authenticating Agent shall not be accountable for the use or application by the Company of any Securities or the proceeds of any Securities authenticated and delivered by the Trustee or the
Authenticating Agent in conformity with the provisions of this Indenture. 
  

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 SECTION 6.04.            Trustee,
Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own Securities. 
 The Trustee or any Authenticating Agent or any
paying agent or any transfer agent or any Security registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, Authenticating Agent, paying agent,
transfer agent or Security registrar. 
 SECTION 6.05.            Moneys to be
Held in Trust. 
 Subject to the provisions of Section 11.04, all moneys received by the Trustee or any paying agent shall, until used
or applied as herein provided, be held in trust for the purpose for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee and any paying agent shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed in writing with the Company. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the
written order of the Company, signed by any Authorized Officer. 
 SECTION
6.06.            Compensation and Expenses of Trustee. 
 The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed to in writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of
this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify each of the Trustee or any predecessor Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes
(other than taxes based on the income of the Trustee) incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of
defending itself against any claim of liability in the premises. The obligations of the Company under this Section 6.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of
the holders of particular Securities. 
 When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.01(a) or Section 5.01(b), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable
federal or state bankruptcy, insolvency or other similar law. 
  

 35 








 The provisions of this Section shall survive the termination of this Indenture. 
 SECTION 6.07.            Officers’ Certificate as Evidence. 
 Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof. 
 SECTION
6.08.            Conflicting Interest of Trustee. 
 If the Trustee has or shall
acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

 SECTION 6.09.            Eligibility of Trustee. 
 The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States of America or any state or
territory thereof or of the District of Columbia or a corporation or other Person permitted to act as trustee by the Commission authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 6.09 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. 
 The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the
Company, serve as Trustee. 
 In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section 6.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.10. 
 SECTION
6.10.            Resignation or Removal of Trustee. 
 (a)        The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of such resignation to
the Company and by mailing notice thereof to the holders of the applicable series of Securities at their addresses as they shall appear on the Security register. Upon receiving such notice of resignation, the Company shall promptly appoint a
successor trustee or trustees with respect to the applicable series by written instrument, in duplicate, executed under the authority of a Board Resolution, one copy of which instrument shall be delivered to the resigning Trustee 

  

 36 








 
and one copy to the successor trustee. If no successor trustee shall have been so appointed with respect to any series of Securities and have accepted
appointment within 60 days after the mailing of such notice of resignation to the affected Securityholders, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who
has been a bona fide holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.09, on behalf of himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 
 (b)        In case at any time any of the following shall occur: 
  

	 	(1)	the Trustee shall fail to comply with the provisions of Section 6.08 after written request therefor by the Company or by any Securityholder who has been a bona fide holder of a
Security or Securities for at least six months, or 

  

	 	(2)	the Trustee shall cease to be eligible in accordance with the provisions of Section 6.09 and shall fail to resign after written request therefor by the Company or by any such
Securityholder, 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, the Company may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed under the authority of a Board Resolution, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5.09, any Securityholder who has been a bona fide holder of a Security or Securities of the applicable 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 and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper
and prescribe, remove the Trustee and appoint a successor trustee. 
 (c)        The holders of a
majority in aggregate principal amount of the Securities of any series at the time outstanding may at any time remove the Trustee with respect to such series and nominate a successor trustee with respect to the applicable series of Securities or all
series, as the case may be, which shall be deemed appointed as successor trustee with respect to the applicable series unless within 10 days after such nomination the Company objects thereto, in which case the Trustee so removed or any
Securityholder of the applicable series, upon the terms and conditions and otherwise as in subsection (a) of this Section 6.10 provided, may petition any court of competent jurisdiction for an appointment of a successor trustee with
respect to such series. 
  

 37 








 (d)        Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11. 
 SECTION 6.11.            Acceptance by Successor Trustee. 
 Any successor trustee appointed as provided in Section 6.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation or removal of the retiring trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the
Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 6.06, execute and deliver an instrument transferring to such successor trustee all the rights
and powers of the trustee so ceasing to act and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring trustee thereunder. Upon request of any such successor trustee, the Company shall execute
any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or
collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.06. 
 If a successor trustee is
appointed 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 any applicable series shall execute and deliver an indenture supplemental
hereto which 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 any series as to which the predecessor trustee
is not retiring shall continue to be vested in the predecessor trustee, and 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 trustee hereunder by more than
one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such trustee. 
 No successor trustee shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor trustee shall be in compliance with the provisions of Section 6.08 and eligible under the provisions of Section 6.09. 
 Upon acceptance of appointment by a successor trustee as provided in this Section 6.11, the Company shall mail notice of the succession of such
trustee hereunder to the holders of Securities of any applicable series at their addresses as they shall appear on the Security register. If the Company fails to mail such notice within 10 days after the acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company. 
  

 38 








 SECTION 6.12.            Succession by
Merger, etc. 
 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
without the execution or filing of any paper or any further act on the part of any of the parties hereto. 
 In case at the time such
successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificate of the
Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its successor or
successors by merger, conversion or consolidation. 
 SECTION
6.13.            Limitation on Rights of Trustee as a Creditor. 
 The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent included therein. 
 SECTION
6.14.            Authenticating Agents. 
 The Trustee may appoint one or more
Authenticating Agents upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Securities of any series issued upon exchange or transfer thereof as fully to all intents and
purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Securities of such series; provided, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating
Agent with respect to the authentication and delivery of Securities of any series. Securities authenticated by an Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee. Each Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.14 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect
herein specified in this Section. 
  

 39 








 Any corporation into which any Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the
successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such
Authenticating Agent. 
 Any Authenticating Agent may at any time resign with respect to one or more or all series of Securities by giving
written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to one or more or all series of Securities by giving written notice of termination to such
Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Trustee may, and upon the
request of the Company shall, promptly appoint a successor Authenticating Agent with respect to the applicable series eligible under this Section 6.14, shall give written notice of such appointment to the Company and shall mail notice of such
appointment to all holders of the applicable series of Securities as the names and addresses of such holders appear on the Security register. Any successor Authenticating Agent with respect to all or any series upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and responsibilities with respect to such series of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. 
 The Company shall pay to any Authenticating Agent from time to time reasonable compensation for its services as may be periodically agreed by them in
writing. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee. 
 If an appointment with respect to one of more series of Securities is made pursuant to this Section, the Securities of such series may have endorsed thereon an alternative certificate of authentication in the
following form: 
 “This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

  

			
	[                                       
                     ]
	As Trustee
		
	By:	 	  

		 	As Authenticating Agent
		
	By:	 	  

		 	Authorized Officer”


  

 40 








 ARTICLE 7 
 CONCERNING THE SECURITYHOLDERS 
 SECTION
7.01.            Action by Securityholders. 
 Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal amount of the Securities of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of
any other action) the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such
Securityholders in person or by agent or proxy appointed in writing, or (b) by the record of such holders of Securities voting in favor thereof at any meeting of such Securityholders duly called and held in accordance with the provisions of
Article 8, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Securityholders. 
 If the Company shall solicit from the Securityholders of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by an Officers’ Certificate, fix
in advance a record date for such series for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, 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 action may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be
deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of outstanding Securities of that series have authorized or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other action, and for that purpose the outstanding Securities of that series shall be computed as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on the
record date 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. 
 SECTION 7.02.            Proof of Execution by Securityholders. 
 Subject to the provisions of Section 6.01, 6.02 and 8.05, proof of the execution of any instrument by a Securityholder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules
and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Securities shall be proved by the Security register or by a certificate of the Security registrar. The Trustee may
require such additional proof of any matter referred to in this Section as it shall deem necessary. 
 The record of any
Securityholders’ meeting shall be proved in the manner provided in Section 8.06. 
  

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 SECTION 7.03.            Who Are Deemed
Absolute Owners. 
 Prior to due presentment for registration of transfer of any Security, the Company, the Trustee, any Authenticating
Agent, any paying agent, any transfer agent and any Security registrar may deem the Person in whose name such Security shall be registered upon the Security register (including a Depositary in the case of a Global Security) to be, and may treat him
as, the absolute owner of such Security (whether or not such Security shall be overdue) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Security and for all other purposes; and neither
the Company nor the Trustee nor any Authenticating Agent nor any paying agent nor any transfer agent nor any Security registrar shall be affected by any notice to the contrary. All such payments so made to any holder for the time being or upon his
order shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security. 
 SECTION 7.04.            Securities Owned by Company Deemed Not Outstanding. 
 In determining whether the holders of the requisite aggregate principal amount of Securities have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Company or any
other obligor on the Securities or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Securities shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities which the Trustee actually knows are so
owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
right to vote such Securities and that the pledgee is not the Company or any such other obligor or person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In
the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. 
 SECTION 7.05.            Revocation of Consents; Future Holders Bound. 
 At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Security specified in this Indenture in
connection with such action, any holder of a Security (or any Security issued in whole or in part in exchange or substitution therefor) the serial number of which is shown by the evidence to be included in the Securities the holders of which have
consented to such action may, by filing written notice with the Trustee at its principal office and upon proof of holding as provided in Section 7.02, revoke such action so far as concerns such Security (or so far as concerns the principal
amount represented by any exchanged or substituted Security). Except as aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of
any Security issued in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon such Security or any Security issued in exchange or substitution therefor. 
  

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 ARTICLE 8 
 SECURITYHOLDERS’ MEETINGS 
 SECTION
8.01.            Purposes of Meetings. 
 A meeting of Securityholders of any or
all series may be called at any time and from time to time pursuant to the provisions of this Article 8 for any of the following purposes: 
  

	 	(a)	to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take
any other action authorized to be taken by Securityholders pursuant to any of the provisions of Article 5; 

  

	 	(b)	to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 6; 

  

	 	(c)	to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.02; or 

  

	 	(d)	to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of such Securities under any other provision of this
Indenture or under applicable law. 

 SECTION 8.02.            Call
of Meetings by Trustee. 
 The Trustee may at any time call a meeting of Securityholders of any or all series to take any action specified in
Section 8.01, to be held at such time and in the Borough of Manhattan, New York, New York, or such other location as the Trustee shall determine. Notice of every meeting of the Securityholders of any or all series, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Securities of each series affected at their addresses as they shall appear on the Securities of each series affected
register. Such notice shall be mailed not less than 20 nor more than 180 days prior to the date fixed for the meeting. 
 SECTION
8.03.            Call of Meetings by Company or Securityholders. 
 In case at
any time the Company pursuant to a Board Resolution, or the holders of at least 10% in aggregate principal amount of the Securities of any or all series, as the case may be, then outstanding, shall have requested the Trustee to call a meeting of
Securityholders of any or all series, as the case may be, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Company or such Securityholders may determine the time and the place in the Borough of Manhattan, City of New York for such meeting and may call such meeting to take any action authorized in Section 8.01, by
mailing notice thereof as provided in Section 8.02. 
  

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 SECTION 8.04.            Qualifications for
Voting. 
 To be entitled to vote at any meeting of Securityholders a person shall (a) be a holder of one or more Securities with
respect to which the meeting is being held or (b) a person appointed by an instrument in writing as proxy by a holder of one or more such Securities. The only persons who shall be entitled to be present or to speak at any meeting of
Securityholders shall be the persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 
 SECTION 8.05.            Regulations. 
 Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. 
 The Trustee shall, by an instrument in
writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 8.03, in which case the Company or the Securityholders calling the meeting, as the case
may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. 
 Subject to the provisions of Section 7.04 and unless otherwise provided in a Board Resolution or an indenture supplemental hereto, at any meeting each holder of Securities with respect to which such meeting is
being held or proxy therefor shall be entitled to one vote for each $25 principal amount (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition “outstanding”) of Securities
held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting
shall have no right to vote other than by virtue of Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Securityholders. Any meeting of Securityholders duly called pursuant to
the provisions of Section 8.02 or 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. 
 SECTION 8.06.            Voting. 
 The vote upon any resolution submitted to any meeting of holders of Securities with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such holders or of their representatives by proxy and the serial number or numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record in
duplicate of the 

  

 44 








 
proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that the notice was mailed as provided in
Section 8.02. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. 
 Any record so signed and verified shall be conclusive evidence of the matters therein stated. 
 ARTICLE 9 
 SUPPLEMENTAL INDENTURES 
 SECTION 9.01.            Supplemental Indentures without Consent of Securityholders.

 The Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: 
  

	 	(a)	to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and
obligations of the Company pursuant to Article 10 hereof; 

  

	 	(b)	to add to the covenants of the Company such further covenants, restrictions or conditions for the protection 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 for the benefit of such series) as the Company and the Trustee shall consider to be for the protection of the holders of such
Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; 

  

 45 









	 	(c)	to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such
Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; 

  

	 	(d)	to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the holders of the
Securities; 

  

	 	(e)	to add to, delete from, or revise the terms of Securities of any series as permitted by Section 2.01 and 2.03, including, without limitation, any terms relating to the
issuance, exchange, registration or transfer of Securities issued in whole or in part in the form of one or more Global Securities and the payment of any principal thereof, or interest or premium, if any, thereon; 

  

	 	(f)	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 6.11; 

  

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

  

	 	(h)	to make any change that does not adversely affect the rights of any Securityholder in any material respect; or 

  

	 	(i)	to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished
pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of any series of Securities. 

 The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept
the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise. 
  

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 Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the
Company and the Trustee without the consent of the holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02. 
 SECTION 9.02.            Supplemental Indentures with Consent of Securityholders. 
 With the consent (evidenced as provided in Section 7.01) of the holders of not less than a majority in aggregate principal amount of the Securities
at the time outstanding of all series affected by such supplemental indenture (voting as a class), the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to
the provisions of the Trust Indenture Act then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Securities of each series so affected; provided, however, that no such supplemental indenture shall without the consent of the holders of each security then outstanding and affected thereby (i) extend the fixed
maturity of any Security of any series (except as set forth in the terms of the particular series of Securities), or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or
reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Securities, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or impair or affect the right of any
Securityholder to institute suit for payment thereof or the right of repayment, if any, at the option of the holder, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities the
holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Security then affected provided, further, that if the Securities of such series are held by a Trust or a trustee of such trust,
such supplemental indenture shall not be effective until the holders of a majority in liquidation preference of Trust Securities of the applicable Trust shall have consented to such supplemental indenture; provided further, that if the consent of
the Holder of each outstanding Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities of the applicable Trust shall have consented to such supplemental indenture. 
 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 Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture or the Securityholders
of any other series. 
 Upon the request of the Company accompanied by a copy of a Board Resolution authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Trustee may receive an Opinion
of Counsel as conclusive evidence that any 

  

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supplemental indenture executed pursuant to this Article 9 is authorized or permitted by, and conforms to, the terms of this Article 9 and that it
is proper for the Trustee under the provisions of this Article 9 to join in the execution thereof. 
 Promptly after the execution by
the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of
such supplemental indenture, to the Securityholders of all series affected thereby as their names and addresses appear upon the Security register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture. 
 It shall not be necessary for the consent of the Securityholders under
this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. 
 SECTION 9.03.            Compliance with Trust Indenture Act; Effect of Supplemental
Indentures. 
 Any supplemental indenture executed pursuant to the provisions of this Article 9 shall comply with the Trust Indenture
Act, as then in effect. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 9, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
 SECTION 9.04.            Notation on Securities. 
 Securities of any series authenticated and delivered after the execution of any supplemental indenture affecting such series pursuant to the provisions
of this Article 9 may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee or the Authenticating Agent and delivered
in exchange for the Securities of any series then outstanding. 
 SECTION
9.05.            Evidence of Compliance of Supplemental Indenture to be Furnished Trustee. 
 The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article 9. 
  

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 ARTICLE 10 
 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE. 
 SECTION
10.01.            Company May Consolidate, etc., on Certain Terms. 
 The Company
covenants that it will not merge into or consolidate with any other corporation or sell or convey all or substantially all of its assets to any person, firm or corporation, unless (1) either the Company shall be the continuing corporation, or
the successor corporation (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia and such corporation shall expressly assume the due and
punctual payment of the principal of (and premium, if any, on) and any interest on all Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed
by the Company by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, and (2) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition. 
 SECTION
10.02.            Successor Corporation to be Substituted for Company. 
 In case
of any such consolidation, merger, conveyance or transfer and upon any required assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of the Securities and the due and punctual performance and observance of all of the covenants and conditions of this Indenture or the applicable Declaration to be
performed or observed by the Company, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the Company thereupon shall be relieved of
any further liability or obligation hereunder or upon the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee or the Authenticating Agent for
authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Indentures had been issued at the date of the execution hereof. 
 SECTION 10.03.            Opinion of Counsel to be Given Trustee. 
 The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, conveyance or transfer, and any assumption, permitted or required by the terms of this Article 10 complies with the provisions of this Article 10. 
  

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 ARTICLE 11 
 SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE. 
 SECTION
11.01.            Discharge of Indenture. 
 When (a) the Company shall
deliver to the Trustee for cancellation all Securities theretofore authenticated (other than any Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) and not
theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption all of the Securities
(other than any Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and
premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Securities
(1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company
shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except that the provisions of Sections 6.06, 6.10, 11.04 and 11.05 (with respect to the obligations of the
Trustee) hereof shall survive until such Securities shall mature and be paid. Thereafter, Sections 6.06 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers’ Certificate and an Opinion of Counsel and at
the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture, the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee in connection with this Indenture or the Securities. 
 SECTION
11.02.            Deposited Moneys and U.S. Government Obligations to be Held in Trust by Trustee. 
 Subject to the provisions of the last paragraph of Section 3.04, all moneys and U.S. Government Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.05 shall be held in trust and applied by it
to the payment, either directly or through any paying agent (including the Company if acting as its own paying agent), to the holders of the particular Securities for the payment of which such moneys or U.S. Government Obligations have been
deposited with the Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest. 
  

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 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section 11.05 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the holders of
outstanding Securities. 
 SECTION 11.03.            Paying Agent to Repay Moneys
Held. 
 In connection with the satisfaction and discharge of this Indenture with respect to the Securities and the payment of all amounts
due to the Trustee under Section 6.06, all moneys with respect to such Securities then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such
paying agent shall be released from all further liability with respect to such moneys. 
 SECTION
11.04.            Return of Unclaimed Moneys. 
 Subject to the terms of any
state escheat or unclaimed property laws, any moneys deposited with or paid to the Trustee or any paying agent for payment of the principal of, and premium, if any, or interest on Securities and not applied but remaining unclaimed by the holders of
Securities for three years after the date upon which the principal of, and premium, if any, or interest on such Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee or such paying agent on
written demand; and the holder of any of the Securities shall thereafter, as an unsecured general creditor, look only to the Company for any payment which such holder may be entitled to collect and all liability of the Trustee or such paying agent
with respect to such moneys shall thereupon cease. 
 SECTION
11.05.            Defeasance and Discharge Upon Deposit of Moneys or U.S. Government Obligations. 
 The Company shall be deemed to have been Discharged (as defined below) from its respective obligations with respect to any series of Securities on the 91st day after the applicable conditions set forth below have been
satisfied with respect to that series of Securities: 
  

	 	(1)	the Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the holders of the Securities of such series (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in
accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a
nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal (including any mandatory sinking
fund payments) of, and interest and premium, if any, on, the outstanding Securities of such series on the dates such installments of principal, interest or premium are due; 

  

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	 	(2)	if the Securities of such series are then listed on any national securities exchange, the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of
Counsel to the effect that the exercise of the option under this Section 11.05 would not cause such Securities to be delisted from such exchange; 

  

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

  

	 	(4)	the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Securities of such series will not
recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 and will be subject to United States 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 option had not been exercised. 

 “Discharged” means that
the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such
series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except (A) the rights of holders of Securities of such series to receive, from the trust fund described in clause (1) above,
payment of the principal of and the interest and premium, if any, on such Securities when such payments are due; (B) the Company’s obligations with respect to such Securities under Sections 2.07, 2.08, 3.02 and 3.04; (C) this
Section 11.05; and (D) the rights, powers, trusts, duties and immunities of the Trustee hereunder. Following a defeasance, payment of the Securities may not be accelerated because of an Event of Default. 
 “Defeasance Agent” means another financial institution which is eligible to act as Trustee hereunder and which assumes all of the obligations
of the Trustee necessary to enable the Trustee to act hereunder. In the event a Defeasance Agent is appointed pursuant to this section, the following conditions shall apply: 
  

	 	1.	The Trustee shall have approval rights over the document appointing such Defeasance Agent and the document setting forth such Defeasance Agent’s rights and responsibilities;


  

	 	2.	The Defeasance Agent shall provide verification to the Trustee acknowledging receipt of sufficient money and/or U.S. Government Obligations to meet the applicable conditions set
forth in this Section 11.05; 

  

	 	3.	The Trustee shall determine whether the Company shall be deemed to have been Discharged from its respective obligations with respect to any series of Securities.


  

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 ARTICLE 12 
 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS. 
 SECTION
12.01.            Indenture and Securities Solely Corporate Obligations. 
 No
recourse for the payment of the principal of or premium, if any, or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this
Indenture or in any supplemental indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation of the Company, either directly or through the Company or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities. 
 ARTICLE 13 
 MISCELLANEOUS PROVISIONS.

 SECTION 13.01.            Successors. 
 All the covenants, stipulations, promises and agreements in this Indenture contained by the Company shall bind its successors and assigns whether so
expressed or not. 
 SECTION 13.02.            Official Acts by Successor
Corporation. 
 Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board,
committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Company. 
 SECTION 13.03.            Surrender of Company Powers. 
 The Company by instrument in writing executed by appropriate authority of its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the Company, and thereupon such power so surrendered shall terminate both as to the Company, as the case may be, and as to any successor corporation. 
 SECTION 13.04.            Addresses for Notices, etc. 
 Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities on the Company may be given or served by being deposited postage prepaid by
registered or certified mail in a post office letter box addressed (until another address is filed by the Company with the Trustee for the purpose) to the Company, Raymond James Financial, Inc., 880 Carillon Parkway, St. Petersburg, 

  

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Florida 33716, Attention: [                ]. Any notice, direction,
request or demand by any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the office of the Trustee, addressed to the Trustee,
[                                        
], Attention:
[                                        
]. 
 SECTION 13.05.            Governing Law. 
 This Indenture and each Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by
and construed in accordance with the laws of said State, without regard to conflicts of laws principles thereof. 
 SECTION
13.06.            Evidence of Compliance with Conditions Precedent. 
 Upon any
application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that in the opinion of the signers all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 
 Each certificate or opinion of the Company provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (1) a statement that the person making such certificate or opinion has read such covenant or condition; (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 such person, he has made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. 
 SECTION 13.07.            Legal Holidays. 
 In any case where the date of payment of interest on or principal of the Securities will be in New York, New York or in St. Petersburg, Florida a legal
holiday or a day on which banking institutions are authorized or obligated by law, executive order or regulation to close, the payment of such interest on or principal of the Securities need not be made on such date but may be made on the next
succeeding Business Day, with the same force and effect as if made on the date of payment and no interest shall accrue for the period from and after such date, except that, if the next Business Day is in the next succeeding calendar year, payment or
interest shall be made on the immediately preceding Business Day with the same force and effect. 
 SECTION
13.08.            Trust Indenture Act to Control. 
 If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture which is required to be included in this Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture Act, such required
provision shall control. 
  

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 SECTION 13.09.            Table of Contents,
Headings, etc. 
 The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 
 SECTION 13.10.            Execution in Counterparts. 
 This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 
 SECTION 13.11.            Separability. 
 In case any one or more of the provisions contained in this Indenture or in the Securities of any series (or the Board Resolution or supplemental
indenture establishing the series) shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. 
 SECTION 13.12.            Assignment. 
 The
Company will have the right at all times to assign any of its respective rights or obligations under this Indenture to a direct or indirect wholly owned Subsidiary of the Company, provided that, in the event of any such assignment, the Company, as
the case may be, will remain liable for all such obligations. Otherwise, this Indenture may not be assigned by the parties thereto. Subject to the foregoing, the Indenture is binding upon and inures to the benefit of the parties thereto and their
respective successors and assigns. 
 SECTION 13.13.            Acknowledgment of
Rights. 
 The Company acknowledges that, with respect to any Securities held by a Trust or a trustee of such trust, if the Property Trustee
of such Trust fails to enforce its rights under this Indenture as the holder of the series of Securities held as the assets of such Trust, any holder of Capital Securities may institute legal proceedings directly against the Company to enforce such
Property Trustee’s rights under this Indenture without first instituting any legal proceedings against such Property Trustee or any other person or entity. Notwithstanding the foregoing, if a Nonpayment has occurred and is continuing, the
Company acknowledges that a holder of Capital Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of Securities having a principal amount equal to the
aggregate liquidation amount of the Capital Securities of such holder on or after the respective due date specified in the applicable series of Securities. 
  

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 ARTICLE 14 
 REDEMPTION OF SECURITIES 
 SECTION
14.01.            Applicability of Article. 
 The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 2.03 for Securities of
such series. 
 SECTION 14.02.            Notice of Redemption; Selection of
Securities. 
 In case the Company shall desire to exercise the right to redeem all, or, as the case may be, any part of the Securities of
any series in accordance with their terms, it shall fix a date for redemption and shall mail a notice of such redemption at least 30 and not more than 60 days prior to the date fixed for redemption to the holders of Securities of such series so to
be redeemed as a whole or in part at their last addresses as the same appear on the Security register. Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Security of a series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such series. 
 Each such notice of redemption shall specify the
CUSIP number of the Securities to be redeemed, the date fixed for redemption, the redemption price at which Securities of such series are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the
Securities of such series are to be redeemed the notice of redemption shall specify the numbers of the Securities of that series to be redeemed. In case any Security of a series is to be redeemed in part only, the notice of redemption shall state
the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of that series in principal amount equal to the unredeemed
portion thereof will be issued. 
 Prior to the redemption date specified in the notice of redemption given as provided in this Section, the
Company will deposit with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Securities so called for redemption at the appropriate redemption price, together with accrued interest to
the date fixed for redemption. 
 If all, or less than all, the Securities of a series are to be redeemed, the Company will give the Trustee
notice not less than 45 or 60 days, respectively, prior to the redemption date as to the aggregate principal amount of Securities of that series to be redeemed; and, if less than all, Securities of a series are held in the form of a Global Security,
the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Securities of that series or portions thereof (in integral multiples of $25, except as otherwise set forth in the applicable form of Security,
a Board Resolution or an indenture supplemental hereto) to be redeemed. 
  

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 SECTION 14.03.             Payment of
Securities Called for Redemption. 
 If notice of redemption has been given as provided in Section 14.02, the Securities or portions of
Securities of the series with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to the date fixed
for redemption, and on and after said date (unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions of Securities of any series
so called for redemption shall cease to accrue. On presentation and surrender of such Securities at a place of payment specified in said notice, the said Securities or the specified portions thereof shall be paid and redeemed by the Company at the
applicable redemption price, together with interest accrued thereon to the date fixed for redemption. 
 Upon presentation of any Security of
any series redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Security or Securities of such series of authorized
denominations, in principal amount equal to the unredeemed portion of the Security so presented. 
 ARTICLE 15 
 SUBORDINATION OF SECURITIES 
 SECTION
15.01.             Agreement to Subordinate. 
 The Company covenants and agrees,
and each holder of Securities issued hereunder and under any supplemental indenture or by any resolutions by the Board of Directors (“Additional Provisions”) by such Securityholder’s acceptance thereof likewise covenants and agrees,
that all Securities shall be issued subject to the provisions of this Article 15; and each holder of a Security, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. 

The payment by the Company of the principal of, premium, if any, and interest on all Securities issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of payment to the prior payment in full of all Senior Obligations of the Company, whether outstanding at the date of this Indenture or thereafter
incurred. 
 No provision of this Article 15 shall prevent the occurrence of any default or Event of Default hereunder. 
  

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 SECTION 15.02.            Default on Senior
Obligations. 
 In the event and during the continuation of any default by the Company in the payment of principal, premium, interest or any
other payment due on any Senior Obligations of the Company, as the case may be, or in the event that the maturity of any Senior Obligations of the Company, as the case may be, has been accelerated because of a default, then, in either case, no
payment shall be made by the Company with respect to the principal (including redemption payments) of, or premium, if any, or interest on the Securities. 
 Notwithstanding the foregoing, if any payment is received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 15.02, such payment shall be held in trust for the benefit of,
and shall be paid over or delivered to, the holders of Senior Obligations or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Obligations may have been issued, as their
respective interests may appear, but only to the extent that the holders of the Senior Obligations (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and
owing on the Senior Obligations and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Obligations. 
 SECTION 15.03.            Liquidation; Dissolution; Bankruptcy. 
 Upon
any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary
or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Obligations of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any
payment is made by the Company on account of the principal (and premium, if any) or interest on the Securities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of
the Company of any kind or character, whether in cash, property or securities, to which the Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article 15, shall be paid by the Company
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Securityholders or by the Trustee under the Indenture if received by them or it, directly to the holders of Senior
Obligations of the Company (pro rata to such holders on the basis of the respective amounts of Senior Obligations held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Obligations may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Obligations in full, in money or money’s worth, after
giving effect to any concurrent payment or distribution to or for the holders of such Senior Obligations, before any payment or distribution is made to the Securityholders or to the Trustee. 
 In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Obligations of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such 

  

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payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Obligations or their
representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Obligations may have been issued, and their respective interests may appear, as calculated by the Company,
for application to the payment of all Senior Obligations of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Obligations in full in money in accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of such Senior Obligations. 
 For purposes of this Article 15, the words
“cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this Article 15 with respect to the Securities to the payment of all Senior Obligations of the Company, as the case may be, that may at the time be outstanding, provided that
(i) such Senior Obligations is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior Obligations are not, without the consent of such holders,
altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an
entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 15.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10 of this Indenture. Nothing in Section 15.02 or in this Section 15.03
shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.05 of this Indenture. 
 SECTION
15.04.            Subrogation. 
 Subject to the payment in full of all Senior
Obligations of the Company, the rights of the Securityholders shall be subrogated to the rights of the holders of such Senior Obligations to receive payments or distributions of cash, property or securities of the Company, as the case may be,
applicable to such Senior Obligations until the principal of (and premium, if any) and interest on the Senior Obligation are paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior
Obligations of any cash, property or securities to which the Securityholders or the Trustee would be entitled except for the provisions of this Article 15, and no payment over pursuant to the provisions of this Article 15 to or for the
benefit of the holders of such Senior Obligations by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Obligations of the Company, and the holders of the Securities, be deemed to be a payment
by the Company to or on account of such Senior Obligations. It is understood that the provisions of this Article 15 are and are intended solely for the purposes of defining the relative rights of the holders of the Securities, on the one hand,
and the holders of such Senior Obligations on the other hand. 
 Nothing contained in this Article 15 or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Obligations of the Company, and the holders of the Securities, the obligation of the 

  

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Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities
as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Securities and creditors of the Company, as the case may be, other than the holders of
Senior Obligations of the Company, as the case may be, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under the Indenture,
subject to the rights, if any, under this Article 15 of the holders of such Senior Obligations in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. 
 Upon any payment or distribution of assets of the Company referred to in this Article 15, the Trustee, subject to the provisions of Article 6
of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Obligations and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 15. 
 SECTION 15.05.            Trustee to
Effectuate Subordination. 
 Each Securityholder by such Securityholder’s acceptance thereof authorizes and directs the Trustee on such
Securityholder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 15 and appoints the Trustee such Securityholder’s attorney-in-fact for any and all such purposes.

 SECTION 15.06.            Notice by the Company. 
 The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15, unless and until a Responsible Officer
of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Obligations or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of
Article 6 of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 15.06 at least two
Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date. 
  

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 The Trustee, subject to the provisions of Article 6 of this Indenture, 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 Obligations of the Company, as the case may be (or a trustee on behalf of such holder), to establish that such notice has been
given by a holder of such Senior Obligations or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such
Senior Obligations to participate in any payment or distribution pursuant to this Article 15, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Obligations held
by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 15, 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
15.07.            Rights of the Trustee; Holders of Senior Obligations. 
 The
Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 15 in respect of any Senior Obligations at any time held by it, to the same extent as any other holder of Senior Obligations, and nothing in this
Indenture or any Additional Provisions shall deprive the Trustee of any of its rights as such holder. 
 With respect to the holders of
Senior Obligations of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 15, and no implied covenants or obligations with respect to the holders
of such Senior Obligations shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of such Senior Obligations and, subject to the provisions of Article 6 of this Indenture,
the Trustee shall not be liable to any holder of such Senior Obligations if it shall pay over or deliver to Securityholders, the Company or any other Person money or assets to which any holder of such Senior Obligations shall be entitled by virtue
of this Article 15 or otherwise. 
 Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.06. 
 SECTION 15.08.            Subordination May Not
Be Impaired. 
 No right of any present or future holder of any Senior Obligations of the Company to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company, as the
case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. 
 Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Obligations of the Company may, at any time and from time to time, without the consent 

  

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of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the
subordination provided in this Article 15 or the obligations hereunder of the holders of the Securities to the holders of such Senior Obligations, do any one or more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, such Senior Obligations, or otherwise amend or supplement in any manner such Senior Obligations or any instrument evidencing the same or any agreement under which such Senior Obligations is
outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Obligations; (iii) release any Person liable in any manner for the collection of such Senior Obligations;
and (iv) exercise or refrain from exercising any rights against the Company, as the case may be, and any other Person. 
 [                                       
 ] hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. 
 IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective authorized officers, as of the day and year first above written. 
  

			
	RAYMOND JAMES FINANCIAL, INC.
		
	By	  	  

		  	Name:
		  	Title:
	
	[                                       
                     ],
	as Trustee
		
	By	  	  

		  	Name:
		  	Title:


  

 62