Exhibit 4.4


 


ORANGE COUNTY BANCORP, INC.,


 


AS ISSUER


 


AND


 


[    ],


 


AS TRUSTEE


 


SENIOR INDENTURE


 


DATED AS OF [ ], 20[ ]


 


SENIOR DEBT SECURITIES


 






     


     


    

 


CROSS-REFERENCE TABLE


 


Reconciliation and tie between the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”), and the Indenture dated as of [ ], 20[ ].


 


	SECTION OF TRUST INDENTURE ACT	 	SECTION OF INDENTURE
	310(a)(1) and (2)	 	7.09
	310(a)(3) and (4)	 	Not applicable
	310(a)(5)	 	7.09
	310(b)	 	7.08 and 7.10
	311(a) and (b)	 	7.13
	312(a)	 	5.01 and 5.02(a)
	312(b) and (c)	 	5.02(b) and (c)
	313(a)	 	5.04(a)
	313(b)(1)	 	Not applicable
	313(b)(2)	 	5.04(b)
	313(c)	 	5.04(c)
	313(d)	 	5.04(d)
	314(a)	 	5.03
	314(b)	 	Not applicable
	314(c)(1) and (2)	 	14.04
	314(c)(3)	 	Not applicable
	314(d)	 	Not applicable
	314(e)	 	15.05
	314(f)	 	Not applicable
	315(a), (c) and (d)	 	7.01
	315(b)	 	7.14
	315(e)	 	6.14
	316(a)(1)	 	6.12
	316(a)(2)	 	Omitted
	316(a) last sentence	 	8.04
	316(b)	 	6.08
	316(c)	 	8.06
	317(a)	 	6.03 and 6.04
	317(b)	 	4.03(a)
	318(a)	 	15.07


 


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


 


Attention should also be directed to Section 318(c) of the
Trust Indenture Act, which provides that the provisions of Sections 310 to and including Section 317 of the Trust Indenture Act are
a part of and govern every qualified indenture, whether or not physically contained therein.


 






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TABLE OF CONTENTS


 


	 	 	Page(s)
	ARTICLE 1 DEFINITIONS	1
	 	 	 
	SECTION 1.01.	Definitions	1
	 	 
	ARTICLE 2 ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	5
	 	 	 
	SECTION 2.01.	Amount
Unlimited; Issuable in Series	5
	 	 	 
	SECTION 2.02.	Form of
Trustee’s Certificate of Authentication	5
	 	 	 
	SECTION 2.03.	Form of
Securities Generally; Establishment of Terms of Series	6
	 	 	 
	SECTION 2.04.	Securities
in Global Form	8
	 	 	 
	SECTION 2.05.	Denominations;
Record Date; Payment of Interest	9
	 	 	 
	SECTION 2.06.	Execution,
Authentication, Delivery and Dating of Securities	9
	 	 	 
	SECTION 2.07.	Exchange
and Registration of Transfer of Securities	11
	 	 	 
	SECTION 2.08.	Temporary
Securities	12
	 	 	 
	SECTION 2.09.	Mutilated,
Destroyed, Lost or Stolen Securities	12
	 	 	 
	SECTION 2.10.	Cancellation	13
	 	 	 
	SECTION 2.11.	Book-Entry
Only System	13
	 	 
	ARTICLE 3 REDEMPTION OF SECURITIES	14
	 	 	 
	SECTION 3.01.	Redemption
of Securities, Applicability of Section	14
	 	 	 
	SECTION 3.02.	Notice
of Redemption, Selection of Securities	14
	 	 	 
	SECTION 3.03.	Payment
of Securities Called for Redemption	15
	 	 	 
	SECTION 3.04.	Redemption
Suspended During Event of Default	15
	 	 
	ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY	15
	 	 	 
	SECTION 4.01.	Payment of Principal, Premium and Interest	15
	 	 	 
	SECTION 4.02.	Offices
for Notices and Payments	16
	 	 	 
	SECTION 4.03.	Provisions
as to Paying Agent	16
	 	 	 
	SECTION 4.04.	Statement
as to Compliance	17
	 	 	 
	SECTION 4.05.	Corporate
Existence	17
	 	 	 
	SECTION 4.06.	Waiver
of Covenants	17



 






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	ARTICLE 5 SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	17
	 	 	 
	SECTION 5.01.	Securityholder
Lists	17
	 	 	 
	SECTION 5.02.	Preservation
and Disclosure of Lists	18
	 	 	 
	SECTION 5.03.	Reports
by the Company	18
	 	 	 
	SECTION 5.04.	Reports
by the Trustee	18
	 	 
	ARTICLE 6 REMEDIES	19
	 	 	 
	SECTION 6.01.	Events
of Default; Acceleration of Maturity	19
	 	 	 
	SECTION 6.02.	Rescission and Annulment	20
	 	 	 
	SECTION 6.03.	Collection
of Indebtedness and Suits for Enforcement by Trustee	20
	 	 	 
	SECTION 6.04.	Trustee May File Proofs of Claim	21
	 	 	 
	SECTION 6.05.	Trustee
May Enforce Claims Without Possession of Securities	21
	 	 	 
	SECTION 6.06.	Application
of Money Collected	21
	 	 	 
	SECTION 6.07.	Limitation
on Suits	22
	 	 	 
	SECTION 6.08.	Unconditional
Right of Securityholders to Receive Principal and Interest	22
	 	 	 
	SECTION 6.09.	Restoration
of Rights and Remedies	22
	 	 	 
	SECTION 6.10.	Rights
and Remedies Cumulative	23
	 	 	 
	SECTION 6.11.	Delay
or Omission Not Waiver	23
	 	 	 
	SECTION 6.12.	Control
by Securityholders	23
	 	 	 
	SECTION 6.13.	Waiver
of Past Defaults	23
	 	 	 
	SECTION 6.14.	Undertaking
for Costs	24
	 	 	 
	SECTION 6.15.	Waiver
of Stay or Extension Laws	24
	 	 
	ARTICLE 7 CONCERNING THE TRUSTEE	24
	 	 	 
	SECTION 7.01.	Duties
and Responsibilities of Trustee	24
	 	 	 
	SECTION 7.02.	Reliance on Documents, Opinions, etc.	25
	 	 	 
	SECTION 7.03.	No Responsibility for Recitals, etc.	26
	 	 	 
	SECTION 7.04.	Ownership
of Securities	26
	 	 	 
	SECTION 7.05.	Moneys
to be Held in Trust	26



 






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	SECTION 7.06.	Compensation
and Expenses of Trustee	27
	 	 	 
	SECTION 7.07.	Officers’
Certificate or Opinion of Counsel as Evidence	27
	 	 	 
	SECTION 7.08.	Disqualifications;
Conflicting Interest of Trustee	27
	 	 	 
	SECTION 7.09.	Eligibility
of Trustee	27
	 	 	 
	SECTION 7.10.	Resignation
or Removal of Trustee	28
	 	 	 
	SECTION 7.11.	Acceptance by Successor Trustee	28
	 	 	 
	SECTION 7.12.	Successor by Merger, etc.	29
	 	 	 
	SECTION 7.13.	Limitations
on Rights of Trustee as Creditor	29
	 	 	 
	SECTION 7.14.	Notice
of Default	29
	 	 	 
	SECTION 7.15.	Appointment
of Authenticating Agent	30
	 	 
	ARTICLE 8 CONCERNING THE SECURITYHOLDERS	31
	 	 	 
	SECTION 8.01.	Action
by Securityholders	31
	 	 	 
	SECTION 8.02.	Proof
of Execution by Securityholders	31
	 	 	 
	SECTION 8.03.	Who
Are Deemed Absolute Owners	32
	 	 	 
	SECTION 8.04.	Company-Owned
Securities Disregarded	32
	 	 	 
	SECTION 8.05.	Revocation
of Consents; Future Securityholders Bound	32
	 	 	 
	SECTION 8.06.	Record
Date	32
	 	 
	ARTICLE 9 SECURITYHOLDERS’ MEETINGS	33
	 	 	 
	SECTION 9.01.	Purposes
of Meeting	33
	 	 	 
	SECTION 9.02.	Call
of Meetings by Trustee	33
	 	 	 
	SECTION 9.03.	Call
of Meetings by Company or Securityholders	33
	 	 	 
	SECTION 9.04.	Qualifications
for Voting	33
	 	 	 
	SECTION 9.05.	Regulations	34
	 	 	 
	SECTION 9.06.	Voting	34
	 	 
	ARTICLE 10 SUPPLEMENTAL INDENTURES	34
	 	 	 
	SECTION 10.01.	Supplemental
Indentures without Consent of Securityholders	34
	 	 	 
	SECTION 10.02.	Supplemental
Indentures with Consent of Holders	36



 






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	SECTION 10.03.	Compliance
with Trust Indenture Act; Effect of Supplemental Indentures	37
	 	 	 
	SECTION 10.04.	Notation
on Securities	37
	 	 
	ARTICLE 11 CONSOLIDATION, MERGER, SALE OR CONVEYANCE	37
	 	 	 
	SECTION 11.01.	Company
May Consolidate, etc., on Certain Terms	37
	 	 	 
	SECTION 11.02.	Successor
Corporation Substituted	37
	 	 	 
	SECTION 11.03.	Opinion
of Counsel and Officers’ Certificate to be Given Trustee	38
	 	 
	ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS	38
	 	 	 
	SECTION 12.01.	Discharge
of Indenture	38
	 	 	 
	SECTION 12.02.	Deposited
Moneys to be Held in Trust by Trustee	38
	 	 	 
	SECTION 12.03.	Paying
Agent to Repay Moneys Held	39
	 	 	 
	SECTION 12.04.	Return
of Unclaimed Moneys	39
	 	 
	ARTICLE 13 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	39
	 	 	 
	SECTION 13.01.	Indenture
and Securities Solely Corporate Obligations	39
	 	 
	ARTICLE 14 DEFEASANCE AND COVENANT DEFEASANCE	39
	 	 	 
	SECTION 14.01.	Applicability
of Article	39
	 	 	 
	SECTION 14.02.	Defeasance
and Discharge	39
	 	 	 
	SECTION 14.03.	Covenant
Defeasance	40
	 	 	 
	SECTION 14.04.	Conditions
to Defeasance or Covenant Defeasance	40
	 	 	 
	SECTION 14.05.	Deposited
Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	41
	 	 
	ARTICLE 15 MISCELLANEOUS PROVISIONS	42
	 	 	 
	SECTION 15.01.	Benefits
of Indenture Restricted to Parties and Securityholders	42
	 	 	 
	SECTION 15.02.	Provisions
Binding on Company’s Successors	42
	 	 	 
	SECTION 15.03.	Addresses
for Notices, etc., to Company and Trustee	42
	 	 	 
	SECTION 15.04.	Notice
to Holders of Securities; Waiver	42
	 	 	 
	SECTION 15.05.	Evidence
of Compliance with Conditions Precedent	43
	 	 	 
	SECTION 15.06.	Legal
Holidays	43



 






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	SECTION 15.07.	Trust
Indenture Act to Control	43
	 	 	 
	SECTION 15.08.	Execution
in Counterparts	44
	 	 	 
	SECTION 15.09.	Governing
Law; Waiver of Jury Trial	44
	 	 	 
	SECTION 15.10.	Severability	44
	 	 	 
	SECTION 15.11.	Interpretations	44
	 	 	 
	SECTION 15.12.	U.S.A.
Patriot Act	45
	 	 
	ARTICLE 16 RANKING OF SECURITIES	45
	 	 	 
	SECTION 16.01.	Ranking	45


 






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THIS INDENTURE, dated as of [ ], 20[ ] between
Orange County Bancorp, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”),
and [ ], a [ ], as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7
of this Indenture).


 


WHEREAS, the Company deems it necessary to issue
from time to time for its lawful purposes securities (the “Securities”) evidencing its indebtedness and has duly authorized
the execution and delivery of this Indenture to provide for the issuance of the Securities in one or more series, unlimited as to principal
amount, to bear such rates of interest, to mature at such time or times, and to have such other provisions as shall be fixed as hereinafter
provided; and


 


WHEREAS, the Company represents that all acts and
things necessary to constitute these presents a valid indenture and agreement according to its terms have been done and performed, and
the execution of this Indenture has in all respects been duly authorized, and the Company, in the exercise of legal right and power in
it vested, is executing this Indenture;


 


NOW, THEREFORE:


 


In order to declare the terms and conditions upon
which the Securities are authenticated, issued and received, and in consideration of the premises and the purchase and acceptance of the
Securities by the holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of the respective holders
from time to time of the Securities, as follows:


 


ARTICLE 1


DEFINITIONS


 


SECTION 1.01. Definitions.


 


The terms defined in this Section (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. All other terms used in this Indenture that are defined
in the Trust Indenture Act or that are by reference therein defined in the Securities Act shall have the meanings (except as herein otherwise
expressly provided or unless the context otherwise requires) 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 United States generally accepted 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. The terms defined in this
Article have the meanings assigned to them in this Article and include the plural as well as the singular.


 


“Additional Amounts” shall mean any
additional amounts to be paid by the Company in respect of Securities of a series, as may be specified pursuant to Section 2.03(b) hereof
and in such Security and under the circumstances specified therein, in respect of specified taxes, assessments or other governmental charges
imposed on certain holders who are United States Aliens.


 


“Authorized Officer” shall have the
meaning set forth in Section 3.02 hereof.


 


“Board of Directors” or “Board”
shall mean the Board of Directors of the Company or any duly authorized committee of such Board.


 


“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,
and delivered to the Trustee.


 






    	 	1	 



     


    

 


“Business Day” shall mean, unless otherwise
specified pursuant to Section 2.03(b), any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which
banking institutions or trust companies in the City of New York, New York, or any Place of Payment are authorized or obligated by law,
regulation or executive order to remain closed.


 


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


 


“Commission” shall mean the Securities
and Exchange Commission or any successor agency.


 


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


 


“Company Request” and “Company
Order” mean, respectively, a written request or order signed in the name of the Company by its Chief Executive Officer, President,
Chief Financial Officer, Vice President, General Counsel, Secretary or Assistant Secretary or Treasurer or Assistant Treasurer and delivered
to the Trustee.


 


“Corporate Trust Office” means the
office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at
the date hereof is located at [ ], Attention: Orange County Bancorp, Inc. Administrator, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee
(or such other address as such successor Trustee may designate from time to time by notice to the holders and the Company).


 


“covenant defeasance” shall have the
meaning set forth in Section 14.03.


 


“Default” or “default”
shall have the meaning specified in Article 6.


 


“defeasance” shall have the meaning
set forth in Section 14.02.


 


“Depositary” shall mean, with respect
to the Securities of any series issuable or issued in whole or in part in the form of one or more permanent global Securities, the person
designated as Depositary by the Company pursuant to Section 2.03(b), which must be a clearing agency registered under the Exchange
Act, until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary”
shall mean or include each person who is then a Depositary hereunder, and if at any time there is more than one such person, “Depositary”
as used with respect to the Securities of any series shall mean the Depositary with respect to the Securities of such series.


 


“Dollar” or “$” shall mean
a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the
payment of public and private debts.


 


“Event of Default” shall have the meaning
specified in Article 6.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


 


“Exchange Date” shall have the meaning
set forth in Section 2.08.


 


“Global Security” or “Global
Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.03 evidencing
all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of
such Depositary or nominee.


 


“holder,” “holder of Securities,”
 “securityholder” or other similar term shall mean in the case of any Registered Security, the person in whose name such Security
is registered in the Security Register kept by the Company for that purpose, in accordance with the terms hereof.


 






    	 	2	 



     


    

 


“Indebtedness” means, without duplication,
the principal, premium, if any, unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges,
expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of the following indebtedness
of the Company, whether any such indebtedness exists as of the date of the Indenture or is created, incurred or assumed after such date:
(i) all obligations for borrowed money, (ii) all obligations evidenced by debentures, Securities or other similar instruments,
(iii) all obligations in respect of letters of credit or bankers acceptances or similar instruments (or reimbursement obligations
with respect thereto), (iv) all obligations to pay the deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business, (v) all indebtedness of others guaranteed by the Company or any of its Subsidiaries or
for which the Company or any of its Subsidiaries is legally responsible or liable (whether by agreement to purchase indebtedness of, or
to supply funds or to invest in, others) and (vi) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any
security interest existing on property owned by the Company but excluding any obligations of the Company which are required (as opposed
to elected to be treated) as capitalized leases under United States generally accepted accounting principles.


 


“Indenture” shall mean this instrument
as originally executed and delivered or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including without limitation, the forms and terms of particular series
of Securities established as contemplated by Article 2.


 


“Material Subsidiary” means Orange
County Bank & Trust, or any successor thereof or any Subsidiary of the Company that is a depository institution and that has
consolidated assets equal to 80% or more of the Company’s consolidated assets.


 


“Officers’ Certificate” shall
mean a certificate signed by the Chief Executive Officer, President or other principal executive officer and by the Chief Financial Officer
or other principal financial officer or principal accounting officer, Assistant Secretary, Treasurer or Controller of the Company and
delivered to the Trustee.


 


“Opinion of Counsel” shall mean an
opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company and who shall be reasonably satisfactory
to the Trustee, or who may be other counsel reasonably satisfactory to the Trustee.


 


“Original Issue Discount Securities”
shall mean any Securities that are initially sold at a discount from the principal amount thereof and that provide upon an Event of Default
for declaration of an amount less than the principal amount thereof to be due and payable upon acceleration thereof.


 


“Outstanding” or “outstanding,”
when used with reference to Securities, shall, subject to the provisions of Section 7.08, Section 8.01 and Section 8.04,
mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except:


 


(a)            Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(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 and held in trust by the Company
(if the Company shall act as its own paying agent) for the holders of such Securities; provided, that if such Securities, or portions
thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article 3,
or provision satisfactory to the Trustee shall have been made for giving such notice;


 


(c)            Securities
that have been defeased pursuant to Section 14.02 hereof; and


 


(d)            Securities
that have been paid pursuant to Section 2.09, or Securities in exchange for, in lieu of and in substitution for which other Securities
shall have been authenticated and delivered pursuant to the terms of Section 2.07, unless proof satisfactory to the Trustee is presented
that any such Securities are held by bona fide holders in due course.


 






    	 	3	 



     


    

 


“Periodic Offering” shall mean an offering
of Securities of a series, from time to time, the specific terms of which (including, without limitation, the rate or rates of interest
or formula for determining the rate or rates of interest thereon, if any, the maturity date or dates thereof and the redemption provisions,
if any, with respect thereto) are to be determined by the Company upon the issuance of such Securities.


 


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


 


“Place of Payment,” when used with
respect to the Securities of any series, means the place or places where, subject to the provisions of Section 4.02, the principal
of (and premium, if any, on) and any interest on the Securities of that series are payable as specified as contemplated by Section 2.03(b).


 


“record date” as used with respect
to any interest payment date shall have the meaning specified in Section 2.05.


 


“Registered Security” shall mean any
Security established pursuant to Section 2.01 and Section 2.03(b) that is registered on the Security Register of the Company.


 


“Responsible Officer,” when used with
respect to the Trustee, shall mean any officer within its Corporate Trust Office of the Trustee (or any successor group of the Trustee),
including any Vice President, Assistant Vice President, Assistant Secretary or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and also shall mean, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the
particular subject, and in each case, who has direct responsibility for the administration of this Indenture.


 


“Securities” shall have the meaning
set forth in the preamble of this Indenture.


 


“Securities Act” shall mean the Securities
Act of 1933, as amended.


 


“Security Register” and “Security
Registrar” shall have the respective meanings set forth in Section 2.07(a) hereof.


 


“Series” or “Series of Securities”
means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.01 and 2.03.


 


“Subsidiary” shall mean, in respect
of any Person, any corporation, association, partnership, limited liability company or other business entity of which more than 50% of
the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or (c) one or more
Subsidiaries of such Person.


 


“Trust Indenture Act,” except as otherwise
provided in this Indenture, shall mean the Trust Indenture Act of 1939, as amended, as in force at the date of this Indenture as originally
executed.


 


“Trustee” shall mean the person identified
as “Trustee” in the first paragraph hereof until the acceptance of appointment of a successor trustee pursuant to the provisions
of Article 7, and thereafter shall mean such successor trustee, and if at any time there is more than one such person, “Trustee”
as used with respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series.


 


“United States Alien” shall mean any
person who, for United States federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust, or a foreign partnership to the extent that one or more of its members is, for United States federal
income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.


 






    	 	4	 



     


    

 


“USA PATRIOT Act” shall have the meaning
set forth in Section 15.12 hereof.


 


“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.


 


“Voting Stock” means outstanding shares
of Capital Stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock has
such voting power because of default in dividends or other default.


 


ARTICLE 2


ISSUE, EXECUTION, REGISTRATION AND EXCHANGE
OF SECURITIES


 


SECTION 2.01. Amount Unlimited; Issuable in Series.


 


Upon the execution of this Indenture, or from time
to time thereafter, Securities up to the aggregate principal amount and containing terms and conditions from time to time authorized by
or pursuant to a Board Resolution, or in an indenture supplemental hereto or Officers’ Certificate, as set forth in Section 2.03,
may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and make
available for delivery the Securities to or upon Company Order, without any further action by the Company but subject to the provisions
of Section 2.03, or in an indenture supplemental hereto or Officers’ Certificate, as set forth in Section 2.03.


 


The Securities may be issued in one or more series.
The aggregate principal amount of Securities of all series that may be authenticated and delivered and outstanding under this Indenture
is not limited hereunder. The Securities of a particular series may be issued up to the aggregate principal amount of Securities for such
series from time to time authorized by or pursuant to a Board Resolution. Securities may differ between Series in respect of any
matters; provided that all Series of Securities shall be equally and ratably entitled to the benefits of this Indenture.


 


SECTION 2.02. Form of Trustee’s Certificate of Authentication.


 


The form of the Trustee’s certificate of
authentication to be borne by the Securities shall be in substantially the following form:


 






    	 	5	 



     


    

 


Form of Trustee’s Certificate of Authentication


 


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


 


	Dated:	 	[   ], as Trustee
	 	 
	 	 	By:	        
	 	 	Authorized Signatory


 


SECTION 2.03. Form of Securities Generally; Establishment
of Terms of Series.


 


(a)            The
Registered Securities, if any, of each series, the temporary global Securities of each series, if any, and the permanent global Securities
of each series, if any, shall be in the forms established from time to time in or pursuant to one or more Board Resolutions (and, to the
extent established pursuant to rather than set forth in one or more Board Resolutions, in an Officers’ Certificate (to which shall
be attached true and correct copies of the relevant Board Resolution(s)) detailing such establishment) or established in an indenture
supplemental hereto.


 


The Securities may be issued in typewritten, printed
or engraved form with such letters, numbers or other marks of identification or designation (including CUSIP numbers, if then generally
in use) and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage.


 


(b)            At
or prior to the initial issuance of Securities of any series, the particular terms of Securities of such series shall be established in
or pursuant to one or more Board Resolutions (and to the extent established pursuant to rather than set forth in one or more Board Resolutions,
in an Officers’ Certificate (to which shall be attached true and correct copies of the relevant Board Resolution(s)) detailing such
establishment) or established in an indenture supplemental hereto, including the following:


 


(1)            the
designation of the particular series (which shall distinguish such series from all other series);


 


(2)            the
aggregate principal amount of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to this Indenture
and except for any Securities which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder);


 


(3)            whether
Securities of the series are to be issuable as Registered Securities, whether any Securities of the series are to be issuable initially
in temporary global form and, if so, the name of the Depositary with respect to any such temporary global Security, and whether any Securities
of the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global
Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances
under which any such exchanges may occur, if other than in the manner provided in Section 2.07 and the name of the Depositary with
respect to any such permanent global Security;


 


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


 


(5)            the
person to whom any interest on any Registered Security of the series shall be payable, if other than the person in whose name that Security
(or one or more predecessor Securities) is registered at the close of business on the regular record date for such interest, the extent
to which, or the manner in which, any interest payable on a temporary global Security on an interest payment date will be paid if other
than in the manner provided in Section 2.05 and the extent to which, or the manner in which, any interest payable on a permanent
global Security on an interest payment date will be paid;


 






    	 	6	 



     


    

 


(6)            the
date or dates on which the principal of the Securities of such series is payable;


 


(7)            the
rate or rates, and if applicable the method used to determine the rate, at which the Securities of such series shall bear interest, if
any, the date or dates from which such interest shall accrue, the date or dates on which such interest shall be payable and the record
date or dates for the interest payable on any Registered Securities on any interest payment date;


 


(8)            the
place or places at which, subject to the provisions of Section 4.02, the principal of (and premium, if any, on) and any interest
on Securities of such series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer,
Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of
the series and this Indenture may be served;


 


(9)            the
obligation, if any, of the Company to redeem or purchase Securities of such series, at the option of the Company or at the option of a
holder thereof, pursuant to any sinking fund or other redemption provisions and the period or periods within which, the price or prices
at which and the terms and conditions upon which Securities of the series may be so redeemed or purchased, in whole or in part;


 


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


 


(11)          if
other than the principal amount thereof, the portion of the principal amount of Securities of such series which shall be payable upon
declaration of acceleration of the maturity thereof;


 


(12)          the
currency, currencies or currency units in which payment of the principal of (and premium, if any, on) and any interest on any Securities
of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent
thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;


 


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


 


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


 


(15)          whether
the Securities will be issued in book-entry only form;


 


(16)          any
interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such series;


 


(17)          if
either or both of Section 14.02 and Section 14.03 do not apply to the Securities of the series;


 


(18)          whether
and under what circumstances the Company will pay Additional Amounts in respect of any series of Securities and whether the Company has
the option to redeem such Securities rather than pay such Additional Amounts;


 






    	 	7	 



     


    

 


(19)          any
provisions relating to the extension of maturity of, or the renewal of, Securities of such series, or the conversion of Securities of
such series into other securities of the Company;


 


(20)          any
provisions relating to the purchase or redemption of all or any portion of a tranche or series of Securities, including the period of
notice required to redeem those Securities;


 


(21)          the
terms and conditions, if any, pursuant to which the Securities of the series are secured;


 


(22)          the
subordination terms of the Securities of the series; and


 


(23)          any
other terms of the Securities or provisions relating to the payment of principal, premium (if any), or interest thereon, including, but
not limited to, whether such Securities are issuable at a discount or premium, as amortizable Securities, and if payable in, convertible
or exchangeable for commodities or for the securities of the Company or any third party.


 


All Securities of any one series need not be issued
at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the
Board Resolution or Officers’ Certificate referred to above or as set forth in an indenture supplemental hereto, and, unless otherwise
provided, the authorized principal amount of any series may be increased to provide for issuances of additional Securities of such series.
If so provided by or pursuant to the Board Resolution or Officers’ Certificate or supplemental indenture referred to above, the
terms of such Securities to be issued from time to time may be determined as set forth in such Board Resolution, Officers’ Certificate
or supplemental indenture, as the case may be. All Securities of any one series shall be substantially identical except as to denomination,
interest rate, maturity and other similar terms and except as may be provided otherwise by or pursuant to such Board Resolution, Officers’
Certificate or supplemental indenture.


 


SECTION 2.04. Securities in Global Form.


 


If Securities of a series are issuable in global
form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the
provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as
shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Securities
Outstanding from time to time endorsed thereon and that the aggregate amount of Securities Outstanding represented thereby may from time
to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated
herein. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of Securities Outstanding represented
thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as
shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06
or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security
Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or
persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06
or Section 2.08 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery
or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied
by an Opinion of Counsel.


 


The provisions of the last sentence of Section 2.06
shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the
Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not
be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal
amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06.


 


Notwithstanding the provisions of Section 2.05,
unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security
in permanent global form shall be made to the persons or persons specified therein.


 






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SECTION 2.05. Denominations; Record Date; Payment of Interest.


 


(a)            Unless
otherwise provided as contemplated by Section 2.03(b) with respect to any series of Securities, any Registered Securities of
a series shall be issuable in minimum denominations of $1,000.


 


(b)            The
term “record date” as used with respect to an interest payment date for any series of a Registered Security shall mean such
day or days as shall be specified as contemplated by Section 2.03(b); provided, that in the absence of any such provisions with respect
to any series, such term shall mean (1) the last day of the calendar month next preceding such interest payment date if such interest
payment date is the 15th day of a calendar month; or (2) the 15th day of a calendar month next preceding such interest payment date
if such interest payment date is the first day of the calendar month.


 


Unless otherwise provided as contemplated by Section 2.03
with respect to any series of Securities, the person in whose name any Registered Security is registered at the close of business on the
record date with respect to an interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding
the cancellation of such Security upon any registration of transfer or exchange thereof subsequent to such record date prior to such interest
payment date; provided, that if and to the extent the Company shall default in the payment of the interest due on such interest payment
date, such defaulted interest shall be paid to the persons in whose names the Securities are registered on a subsequent record date established
by notice given to the extent and in the manner set forth in Section 15.04 by or on behalf of the Company to the holders of Securities
of the series in default not less than 15 days preceding such subsequent record date, such record date to be not less than five days preceding
the date of payment of such defaulted interest, or in any other lawful manner acceptable to the Trustee.


 


(c)            Unless
otherwise specified by Board Resolution or Company Order for a particular series of Securities, the principal of, redemption premium,
if any, on and interest, if any, on the Securities of any series shall be payable at the office or agency of the Company maintained pursuant
to Section 4.02 in a Place of Payment for such series, in Dollars; provided, that, at the option of the Company, payment of interest
with respect to a Registered Security may be paid by check mailed to the holders of the Registered Securities entitled thereto at their
last addresses as they appear on the Security Register or wired if held in book-entry form at the Depositary.


 


SECTION 2.06. Execution, Authentication, Delivery and Dating
of Securities.


 


The Securities shall be signed on behalf of the
Company by its Chief Executive Officer, its President or one of its Vice Presidents. Such signatures may be the manual, electronic or
facsimile signatures of such then current officers.


 


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 officer. Securities bearing the manual, electronic or facsimile signatures
of individuals who were, at the actual date of the execution of such Security, the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such
Securities, as the case may be, or did not hold such offices at the date of such Securities.


 


Upon the execution and delivery of this Indenture,
the Company shall deliver to the Trustee an Officers’ Certificate as to the incumbency and specimen signatures of officers authorized
to execute and deliver the Securities and give instructions under this Section and, as long as Securities are Outstanding under this
Indenture, such incumbency certificate shall be amended and replaced whenever an officer is to be added or deleted from the listing. The
Trustee may conclusively rely on the documents delivered pursuant to this Section (unless revoked by superseding comparable documents)
and Section 2.03 hereof as to the authorization of the Board of Directors of any Securities delivered hereunder, and the form and
terms thereof, and as to the authority of the instructing officers referred to in this Section so to act.


 






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The Trustee shall at any time, and from time to
time, authenticate Securities for original issue in an unlimited aggregate principal amount upon receipt by the Trustee of a Company Order;
provided, that with respect to Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered to
the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate
and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate
principal amount, if any, established for such series, pursuant to a Company Order, (c) the maturity date or dates, original issue
date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by Company Order or pursuant
to such procedures, and (d) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant
to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly
confirmed in writing.


 


Prior to the issuance of a Security of any new
series, and the authentication thereof by the Trustee, the Trustee shall have received and (subject to Section 7.02) shall be fully
protected in relying on:


 


(a)            The
Board Resolution or Officers’ Certificate or indenture supplemental hereto establishing the terms and the form of the Securities
of that series pursuant to Section 2.01 and Section 2.03;


 


(b)            An
Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance, authentication
and delivery of Securities in such form have been complied with;


 


(c)            An
Opinion of Counsel stating that the form and terms of such Securities have been established in conformity with the provisions of this
Indenture; provided, that with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive
such Opinion of Counsel only once at or prior to the time of the first authentication of Securities of such series.


 


With respect to Securities of a series offered
in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the form and terms thereof
and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and other documents delivered pursuant
to this Section in connection with the first authentication of Securities of such series unless and until such Opinion of Counsel
or other documents have been superseded or revoked. In connection with the authentication and delivery of Securities of a series subject
to a Periodic Offering, the Trustee shall be entitled to assume that the Company’s instructions to authenticate and deliver such
Securities do not violate any rules, regulations or orders of any governmental agency or commission having jurisdiction over the Company.


 


Each Registered Security shall be dated the date
of its authentication except as otherwise provided by Board Resolution or Officers’ Certificate or indenture supplemental hereto.


 


The aggregate principal amount of Securities of
any series outstanding at any time may not exceed any limit upon the maximum principal amount for such series set forth in or pursuant
to the Board Resolution or Officers’ Certificate or indenture supplemental hereto delivered pursuant to Section 2.03, except
as provided in Section 2.08.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Security, a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 2.10 together with a written statement stating that
such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 






    	 	10	 



     


    

 


SECTION 2.07. Exchange and Registration of Transfer of Securities.


 


(a)            The
Company shall keep, at an office or agency to be designated and maintained by the Company in accordance with Section 4.02 (as such,
a “Security Registrar”), registry books (the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall register Registered Securities and shall register the transfer of Registered Securities of each
such series as provided in this Article 2. Such Security Register shall be in written form or in any other form capable of being
converted into written form within a reasonable time. At all reasonable times such Security Register shall be open for inspection by the
Trustee. Upon due presentment for registration of transfer of any Registered Security of a particular series at such office or agency
maintained pursuant to Section 4.02 for such purpose in a Place of Payment, the Company shall execute and register and the Trustee
shall authenticate and make available for delivery in the name of the transferee or transferees a new Registered Security or Registered
Securities of such series of any authorized denominations and for an equal aggregate principal amount and tenor.


 


(b)            At
the option of the holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any
authorized denominations and of an equal aggregate principal amount and tenor. Registered Securities to be exchanged shall be surrendered
at any such office or agency maintained pursuant to Section 4.02 for such purpose in a Place of Payment, and the Company shall execute
and register and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities that the
securityholder making the exchange shall be entitled to receive.


 


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


 


All Registered Securities presented for registration
of transfer or for exchange, redemption or payment, as the case may be, shall (if so required by the Company or the Trustee) 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 Security
Registrar duly executed by, the holder thereof or their attorney duly authorized in writing.


 


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


 


The Company shall not be required (1) to exchange
or register the transfer of Securities of any series to be redeemed for a period of 15 days next preceding any selection of such Securities
to be redeemed, or (2) to exchange or register the transfer of any Registered Security so selected, called or being called for redemption,
except in the case of any such series to be redeemed in part the portion thereof not to be so redeemed.


 


(d)            Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 2.03(b), any permanent global Security shall be exchangeable
pursuant to this Section only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security
are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 2.03(b), then without unnecessary delay but in any event not later than
the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee or the Security Registrar definitive
Securities of that series in aggregate principal amount equal to the principal amount of such permanent global Security executed by the
Company. On or after the earliest date on which such interests may be so exchanged, in accordance with instructions given by the Company
to the Trustee or the Security Registrar and the Depositary (which instructions shall be in writing), such permanent global Security shall
be surrendered from time to time by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto
to the Trustee, as the Company’s agent for such purpose, or to the Security Registrar, to be exchanged, in whole or in part, for
definitive Securities of the same series without charge and the Trustee shall authenticate and make available for delivery in accordance
with such instructions, in exchange for each portion of such permanent global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged
which shall be in the form of Registered Securities; provided, that no such exchanges may occur for a period of 15 days next preceding
any selection of Securities of that series and of like tenor for redemption. Promptly following any such exchange in part, such permanent
global Security should be returned by the Trustee or the Security Registrar to the Depositary or such other depositary referred to above
in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of
a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any record date
and before the opening of business at such office or agency on the relevant interest payment date, or (ii) any special record date
and before the opening of business at such office or agency on the related proposed date for payment of defaulted interest as provided
in Section 2.05, interest or defaulted interest, as the case may be, will not be payable on such interest payment date or proposed
date for payment, as the case may be, in respect of such Registered Security, but will be payable on such interest payment date or proposed
date for payment, as the case may be, only to the person to whom interest in respect of such portion of such permanent global Security
is payable in accordance with the provisions of this Indenture.


 






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(e)            Notwithstanding
anything contained herein to the contrary, neither the Trustee nor the Security Registrar shall be responsible for ascertaining whether
any transfer complies with the restrictions set forth in this Indenture, the registration provisions of or exemptions from the Securities
Act or applicable state securities laws.


 


SECTION 2.08. Temporary Securities.


 


Pending the preparation of definitive Securities
of any series, the Company may execute and the Trustee shall, upon Company Order, authenticate and make available for delivery, temporary
Securities of such series (typewritten, printed, lithographed or otherwise produced). Such temporary Securities, in any authorized denominations,
shall be substantially in the form of the definitive Securities in lieu of which they are issued, in registered form, in the form approved
from time to time by or pursuant to a Board Resolution but with such omissions, insertions, substitutions and other variations as may
be appropriate for temporary Securities, all as may be determined by the Company, but not inconsistent with the terms of this Indenture
or any provision of applicable law.


 


Except in the case of temporary Securities in global
form (which shall be exchanged as hereinafter provided), if temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company maintained pursuant to Section 4.02 in a Place of Payment for such series for
the purpose of exchanges of Securities of such series, without charge to the holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange
therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor of authorized denominations.


 


Without unnecessary delay but in any event not
later than the date specified in, or determined pursuant to the terms of, any such temporary global Security of a series (the “Exchange
Date”), the Company shall deliver to the Trustee definitive Securities of that series, in aggregate principal amount equal to the
principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date such temporary global Security
shall be presented and surrendered by the Depositary to the Trustee, as the Company’s agent for such purpose, or to the Security
Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities of such series without charge, and the Trustee
shall authenticate and make available for delivery, in exchange for each portion of such temporary global Security, a like aggregate principal
amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global
Security to be exchanged.


 


Every 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 like effect, as the
definitive Securities.


 


SECTION 2.09. Mutilated, Destroyed, Lost or Stolen Securities.


 


If any mutilated Security is surrendered to the
Trustee, the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 






    	 	12	 



     


    

 


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


 


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


 


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


 


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


 


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


 


SECTION 2.10. Cancellation.


 


All Securities surrendered for payment, redemption,
exchange or registration of transfer or for credit against any sinking fund payment, as the case may be, shall, if surrendered to the
Company or any agent of the Company or of the Trustee, be delivered to the Trustee. All Registered Securities so delivered shall be promptly
cancelled by the Trustee, upon written request of the Company. The Company may deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which
the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section except as expressly provided by
this Indenture. Any cancelled Securities held by the Trustee shall be disposed in accordance with its then customary procedures and, upon
written request of the Company, the Trustee shall deliver to the Company a certificate of such disposal. The acquisition of any Securities
by the Company shall not operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until such Securities
are surrendered to the Trustee for cancellation.


 


SECTION 2.11. Book-Entry Only System.


 


If specified by the Company pursuant to Section 2.03(b) with
respect to Securities represented by a Security in global form, a series of Securities may be issued initially in book-entry only form
and, if issued in such form, shall be represented by one or more Securities in global form registered in the name of the Depositary or
other depositary designated with respect thereto. So long as such system of registration is in effect, (a) Securities of such series
so issued in book-entry only form will not be issuable in the form of or exchangeable for Securities in certificated or definitive registered
form, (b) the records of the Depositary or such other depositary will be determinative for all purposes and (c) 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, or such other depositary, as the case may be.


 


Members of, or participants in, the Depositary
shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as
its custodian, or under the Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company
or the Trustee as the absolute owner of the Global Security for all purposes whatsoever.


 






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ARTICLE 3


REDEMPTION OF SECURITIES


 


SECTION 3.01. Redemption of Securities, Applicability of Section.


 


Redemption of Securities of any series as permitted
or required by the terms thereof shall be made in accordance with the terms of such Securities as specified pursuant to Section 2.03
hereof and this Article; provided, however, that if any provision of any series of Securities shall conflict with any provision of this
Section, the provision of such series of Securities shall govern.


 


SECTION 3.02. 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 a series of Securities pursuant to Section 3.01, it shall fix a date for
redemption. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company, or, at the
Company’s written request, by the Trustee in the name and at the expense of the Company. The Company or the Trustee, as the case
may be, shall give notice of such redemption, in the manner and to the extent set forth in Section 15.04, on that date prior to the
date fixed for a redemption to the holders of such Securities so to be redeemed, as a whole or in part, (a) as set forth in Board
Resolutions, as described in Section 2.03, or (b) as determined by the Chief Executive Officer, the Chief Financial Officer,
the President, the Treasurer, any Executive Vice President, the Secretary and each officer of the Company designated by any of the foregoing
officers (each, an “Authorized Officer”) and evidenced by the preparation of an offering document or an Officers’ Certificate
specifying the period of notice of such redemption. If the Board Resolutions or an Authorized Officer do not specify a longer period of
notice of such redemption, the Company or, at the written request of the Company, the Trustee, shall give notice of such redemption, in
the manner and to the extent set forth in Section 15.04, at least ten Business Days and not more than 60 calendar days prior to the
date fixed for a redemption to the holders of such Securities so to be redeemed as a whole or in part. Notice given in such manner 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
or any defect in the notice to the holder of any such Security designated for redemption as a whole or in part shall not affect the validity
of the proceedings for the redemption of any other such Security. If the Company requests the Trustee to give any notice of redemption,
it shall make such request in writing in an Officers’ Certificate delivered to the Trustee at least ten days prior to the designated
date for delivering such notice, unless a shorter period is satisfactory to the Trustee.


 


Each such notice of redemption shall specify the
date fixed for redemption, the redemption price at which such Securities are to be redeemed, the CUSIP numbers of such Securities, the
Place of Payment where such Securities maturing after the date of redemption, are to be surrendered for payment of the redemption prices,
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 the notice, and that on and after the date interest thereon or on the portions thereof to be redeemed will cease
to accrue. If less than all of a series is to be redeemed, the notice of redemption shall specify the numbers of the Securities to be
redeemed. In case any Security 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, upon surrender of such Security, a new Security or Securities of the same series in principal
amount equal to the unredeemed portion thereof will be issued.


 


On or before the redemption date specified in the
notice of redemption given as provided in this Section, the Company will deposit in trust with the Trustee or with one or more paying
agents an amount of money sufficient to redeem on the redemption date all the Securities or portions of Securities so called for redemption
at the appropriate redemption price, together with accrued interest, if any, to the date fixed for redemption. If less than all of a series
of Securities is to be redeemed, the Company will give the Trustee adequate written notice at least 45 days in advance (unless a shorter
notice shall be satisfactory to the Trustee) as to the aggregate principal amount of Securities to be redeemed.


 






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If less than all the Securities of a series are
to be redeemed, the Trustee shall select, by lot or in such other manner is it shall deem appropriate and fair, not more than 60 days
prior to the date of redemption, the numbers of such Securities Outstanding not previously called for redemption, to be redeemed in whole
or in part. The portion of principal of Securities so selected for partial redemption shall be equal to the minimum authorized denomination
for Securities of that series or any integral multiple thereof. The Trustee shall promptly notify the Company of the Securities to be
redeemed. If, however, less than all the Securities of a series having differing issue dates, interest rates and stated maturities are
to be redeemed, the Company in its sole discretion shall select the particular Securities of such series to be redeemed and shall notify
the Trustee in writing at least 45 days prior to the relevant redemption date.


 


SECTION 3.03. Payment of Securities Called for Redemption.


 


If notice of redemption has been given as above
provided, the Securities or portions of Securities with respect to which such notice has been given shall become due and payable on the
date and at the place stated in such notice at the applicable redemption price, together with any interest accrued to the date fixed for
redemption, and on and after that date (unless the Company shall default in the payment of such Securities at the redemption price, together
with interest accrued to that date) interest on such Securities or portions of Securities so called for redemption shall cease to accrue.
On presentation and surrender of such Securities subject to redemption at the Place of Payment and in the manner specified in such notice,
such 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; provided, that unless otherwise specified as contemplated by Section 2.03,
installments of interest on Registered Securities whose stated maturity date is on or prior to the date of redemption shall be payable
to the holders of such Registered Securities, or one or more predecessor Securities, registered as such at the close of business on the
relevant record dates according to their terms and the provisions of Section 2.05.


 


At the option of the Company, payment with respect
to Registered Securities may be made by check to the holders of such Securities or other persons entitled thereto against presentation
and surrender of such Securities.


 


Any Security that is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder thereof or such holder’s
attorney duly authorized in writing), and upon such presentation, 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 the same series, of authorized
denominations, in aggregate principal amount equal to the unredeemed portion of the principal of the Security so presented. If a temporary
global Security or permanent global Security is so surrendered, such new Security so issued shall be a new temporary global Security or
permanent global Security, respectively.


 


SECTION 3.04. Redemption Suspended During Event of Default.


 


The Trustee shall not redeem any Securities (unless
all Securities then outstanding are to be redeemed) or commence the giving of any notice of redemption of Securities during the continuance
of any Event of Default of which a Responsible Officer of the Trustee has actual knowledge or has received written notice thereof, except
that where the giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem such Securities,
provided funds are deposited with it for such purpose. Except as aforesaid, any moneys theretofore or thereafter received by the Trustee
shall, during the continuance of such Event of Default, be held in trust for the benefit of the securityholders and applied in the manner
set forth in Section 6.06; provided, that in case such Event of Default shall have been waived as provided herein or otherwise cured,
such moneys shall thereafter be held and applied in accordance with the provisions of this Article.


 


ARTICLE 4


PARTICULAR COVENANTS OF THE COMPANY


 


SECTION 4.01. Payment of Principal, Premium and Interest.


 


The Company will duly and punctually pay or cause
to be paid the principal of (and premium, if any, on) and any interest on each of the Securities of a series at the place, at the respective
times and in the manner provided in the terms of the Securities and this Indenture.


 






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SECTION 4.02. Offices for Notices and Payments.


  


If Securities of a series are issuable only as
Registered Securities, the Company will maintain in each Place of Payment for such series an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served.


 


The Company will give to the Trustee notice of
the location of each such office or agency and of any change in the location thereof. In case the Company shall fail to maintain any such
office or agency as required, or shall fail to give such notice of the location or of any change in the location thereof, presentations
and surrenders of Securities of that series may be made and notices and demands may be served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands.


 


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


 


The Company hereby initially designates the principal
Corporate Trust Office of the Trustee as the office of the Company where Registered Securities may be presented for payment, for registration
of transfer and for exchange as in this Indenture provided and where notices and demands to or upon the Company in respect of the Securities
or of this Indenture may be served; provided, however, that the Trustee shall not be deemed an agent of the Company for service of legal
process.


 


SECTION 4.03. Provisions as to Paying Agent.


 


(a)            Whenever
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 provisions
of this Section:


 


(1)            that
it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest 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 persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided
and will notify the Trustee of the receipt of sums to be so held;


 


(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 (or premium, if any, on) or any interest on the Securities of such series when the same shall be due and payable;
and


 


(3)            that
at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such paying agent.


 


(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 any interest
on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient
to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise
disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action.


 


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


 






    	 	16	 



     


    

 


(d)            Anything
in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture 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 such series by it or any paying agent hereunder as required by this Section, such sums
to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent
shall be released from all further liability with respect to such money.


 


(e)            Anything
in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject
to the provisions of Section 12.03 and Section 12.04.


 


SECTION 4.04. Statement as to Compliance.


 


The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the Company, commencing with the fiscal year ending in the year during which the first series
of Securities is issued hereunder (but in no event more than one year from the issuance of the first series hereunder), an Officers’
Certificate signed by the Chief Executive Officer, President or other principal executive officer and by the Chief Financial Officer or
other principal financial officer or principal accounting officer, Assistant Secretary, Treasurer or Controller of the Company, stating,
as to each signer thereof, that:


 


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


 


(b)            to
the best of their knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture throughout such
year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to them and the nature
and status thereof.


 


SECTION 4.05. Corporate Existence.


 


Subject to the provisions of Article 11, the
Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises and the corporate existence and rights (charter and statutory) and franchises of its Subsidiaries;
provided, that the Company shall not be required to, or to cause any Subsidiary to, preserve any right or franchise or to keep in full
force and effect the corporate existence of any Subsidiary if the Company shall determine that the keeping in existence or preservation
thereof is no longer desirable in or consistent with the conduct of the business of the Company.


 


SECTION 4.06. Waiver of Covenants.


 


The Company may omit in any particular instance
to comply with any covenant or condition set forth herein if before or after the time for such compliance the holders of a majority in
principal amount of the Securities of all series affected thereby then Outstanding shall either waive such compliance in such instance
or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company in respect of
any such covenant or condition shall remain in full force and effect.


 


ARTICLE 5


SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY
AND THE TRUSTEE


 


SECTION 5.01. Securityholder Lists.


 


The Company covenants and agrees that it will furnish
or cause to be furnished to the Trustee (1) semiannually, within 15 days before each record date when any Securities of a series
are Outstanding, a list, in such form as the Trustee may reasonably require, of all information in the possession or control of the Company
as to the names and addresses of the holders of such Registered Securities as of such date, and (2) at such other times as the Trustee
may request in writing, within 10 days after receipt by the Company of any such request, a list, in such form as the Trustee may reasonably
require, of all information in the possession or control of the Company as to the names and addresses of the holders of Registered Securities
of a particular series specified by the Trustee as of a date not more than 15 days prior to the time such information is furnished; provided,
that if and so long as the Trustee shall be the Security Registrar with respect to such series, such list shall not be required to be
furnished.


 






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SECTION 5.02. 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 contained in the most recent list furnished to it as provided in Section 5.01 or received by the Trustee
in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt
of a new list so furnished.


 


(b)            Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with other securityholders with respect to their rights
under this Indenture or under the Securities. The Company, the Trustee, the Security Registrar and anyone else shall have the protection
of Section 312(c) of the Trust Indenture Act with respect to the sending of any material pursuant to a request made pursuant
to Section 312(b) of the Trust Indenture Act.


 


SECTION 5.03. Reports by the Company.


 


(a)            The
Company covenants so long as Securities are Outstanding, the Company shall file with the Trustee and the Commission, and transmit to holders,
copies of such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant to such Act; provided, that with respect to any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Company intends to file such
information, documents or reports with the Commission in electronic form in accordance with Regulation S-T of the Commission using the
Commission’s Electronic Data Gathering, Analysis and Retrieval system. Compliance with the foregoing, or any successor electronic
system approved by the Commission, will constitute delivery by the Company of such reports to the Trustee and holders in compliance with
the Trust Indenture Act.


 


(b)            Notwithstanding
anything to the contrary herein, the Trustee will have no duty to search for or obtain any electronic or other filings that the Company
makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of the reports, information
and documents to the Trustee in accordance with this Section 5.03 will be solely for the purposes of compliance with Section 314(a) of
the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents (whether or not filed in electronic form)
is for informational purposes only and the Trustee’s receipt of such will not constitute actual or 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 Officers’ Certificates). The Trustee shall have no liability
or responsibility for the filing, content or timelines of any report hereunder aside from any report transmitted under this Indenture.


 


SECTION 5.04. Reports by the Trustee.


 


(a)            Within
60 days after [ ] of each year commencing with the first [ ] following the first issuance of Securities pursuant to Section 2.01,
so long as any Securities are outstanding hereunder and if there has been any change in the following, the Trustee shall transmit by mail,
first-class postage prepaid, to the securityholders, as their names appear upon the Security Register, a brief report dated as of such
[ ] with respect to any of the events specified in Section 313(a) and Section 313(b)(2) of the Trust Indenture Act
that may have occurred since the later of the immediately preceding [ ] and the date of this Indenture.


 


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


 


(c)            The
Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act.


 






    	 	18	 



     


    

 



 


(d)            Reports
under this Section will be transmitted in the manner and to the Persons required by Section 313(c) and Section 313(d) of
the Trust Indenture Act. The Company agrees to notify the Trustee when any Securities become listed on any stock exchange.


 


ARTICLE 6


REMEDIES


 


SECTION 6.01. Events of Default; Acceleration of Maturity.


 


In case one or more of the following Events of
Default with respect to a particular series shall have occurred and be continuing:


 


(a)            default
in (i) the payment of the principal of (or premium, if any, on) any of the Securities of such series as and when the same shall become
due and payable either at maturity, upon redemption, by declaration or otherwise or (ii) any payment required by any sinking or analogous
fund established with respect to that series;


 


(b)            default
in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of 90 days;


 


(c)            failure
on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company contained in
the Securities or in this Indenture for a period of 90 days after the date on which written notice of such failure, requiring the Company
to remedy the same, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the holders of at least
25% in aggregate principal amount of the Securities of that series at the time Outstanding;


 


(d)            a
court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or the Material Subsidiary
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 any Material Subsidiary or for any substantial
part of their respective property, or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed
and in effect for a period of 60 consecutive days;


 


(e)            the
Company or the Material Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, or shall consent to the entry of an order for relief in 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 similar official)
of the Company or the Material Subsidiary or for any substantial part of their respective property, or shall make any general assignment
for the benefit of creditors; or


 


(f)            any
other Event of Default provided with respect to Securities of that series;


 


then, if an Event of Default described in clause (a), (b), (c), or
(f) shall have occurred and be continuing, and in each and every such case, unless the principal amount of all 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 principal amount of all the Securities (or, with respect to Original Issue Discount Securities, such lesser amount as
may be specified in the terms of such Securities) of that series to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable; or, if an Event of Default described in clause (d) or (e) shall
have occurred and be continuing, and in each and every such case, unless the principal of all 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 all 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 principal of all the Securities (or, with respect to Original Issue Discount Securities, such lesser amount as may be specified in
the terms of such Securities) to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately
due and payable.


 






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SECTION 6.02. Rescission and Annulment


 


The provisions in Section 6.01 are subject
to the condition that if, at any time after the principal of the Securities of any one or more of all series, 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) all Securities of such series or of all the Securities, as the case may be (or, with respect to Original Issue Discount Securities,
such lesser amount as may be specified in the terms of such Securities), 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 specified in the Securities of such series or all Securities,
as the case may be (or, with respect to Original Issue Discount Securities, at the rate specified in the terms of such Securities for
interest on overdue principal thereof upon maturity, redemption or acceleration of such series, 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, its agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or
willful misconduct, and any and all defaults under the Indenture, other than the non-payment of the principal of Securities that has become
due by acceleration, shall have been remedied; 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 and 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 securityholders, as the case may be, shall be restored respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Company, the Trustee and the securityholders, as the case may be, shall continue as though no such proceedings
had been taken.


 


SECTION 6.03. Collection of Indebtedness and Suits for Enforcement
by Trustee.


 


The Company covenants that if:


 


(a)            default
is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such default continues
for a period of 90 days, or


 


(b)            default
is made in the payment of the principal or premium, if any, of any Security at the maturity thereof, including any maturity occurring
by reason of a call for redemption or otherwise,


 


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


 


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


 






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


 


SECTION 6.04. Trustee May File Proofs of Claim.


 


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


 


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


 


(b)            to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver,
assignee, trustee, liquidator or sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each
holder of Securities to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments
directly to the holders of Securities, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06. To the extent that
such payment of reasonable compensation, expenses, disbursements, advances and other amounts out of the estate in any such proceedings
shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions,
dividends, moneys, securities and other property which the holders of the Securities may be entitled to receive in such proceedings, whether
in liquidation or under any plan or reorganization or arrangements or otherwise.


 


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


 


SECTION 6.05. Trustee May Enforce Claims Without Possession
of Securities.


 


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


 


SECTION 6.06. Application of Money Collected.


 


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


 


FIRST: To the payment of all amounts due the Trustee
under Section 7.06 or 14.05;


 






    	 	21	 



     


    

 


SECOND: To the payment of all senior Indebtedness
of the Company if and to the extent required by Article 16;


 


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


 


FOURTH: To the Company or its successors or assigns,
or to whomsoever may be lawfully entitled to receive the same.


 


SECTION 6.07. Limitation on Suits.


 


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


 


(1)            such
holder has previously given written notice to the Trustee of a continuing Event of Default;


 


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


 


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


 


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


 


(5)            no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the holders of a majority
in principal amount of the Outstanding Securities; it being understood and intended that no one or more such holders of Securities shall
have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such holders of Securities or to obtain or to seek to obtain priority or preference over any other of such
holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all
such holders of Securities.


 


SECTION 6.08. Unconditional Right of Securityholders to Receive
Principal and Interest.


 


Notwithstanding any other provision in this Indenture,
the holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium,
if any, and (subject to Section 2.05 and Section 3.02) any interest on such Security on the respective stated maturities expressed
in such Security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such holder.


 


SECTION 6.09. Restoration of Rights and Remedies.


 


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


 






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SECTION 6.10. Rights and Remedies Cumulative.


 


Except as provided in Section 2.09, no right
or remedy herein conferred upon or reserved to the Trustee or to the holders of Securities is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION 6.11. Delay or Omission Not Waiver.


 


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


 


SECTION 6.12. Control by Securityholders.


 


The holders of a majority in principal amount of
Outstanding Securities of each series shall have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the Trustee, provided that


 


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


 


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


 


(3)            the
Trustee need not take any action which it in good faith determines might involve it in personal liability or be unjustly prejudicial to
the securityholders not consenting (provided, however, that the Trustee shall not have an affirmative obligation to determine whether
such action is unduly prejudicial to the securityholders not consenting).


 


Upon receipt by the Trustee of any such direction
with respect to Securities of a series all or part of which is represented by a temporary global Security or a permanent global Security,
the Trustee shall establish a record date for determining holders of Outstanding Securities of such series entitled to join in such direction,
which record date shall be at the close of business on the day the Trustee receives such direction. The holders on such record date, or
their duly designated proxies, and only such persons, shall be entitled to join in such direction, whether or not such holders remain
holders after such record date, provided that, unless such majority in principal amount shall have been obtained prior to the day which
is 90 days after such record date, such direction shall automatically and without further action by any holder be cancelled and of no
further effect. Nothing in this paragraph shall prevent a holder, or a proxy of a holder, from giving, after expiration of such 90-day
period, a new direction identical to a direction which has been cancelled pursuant to the proviso to the preceding sentence, in which
event a new record date shall be established pursuant to the provisions of this Section 6.12.


 


SECTION 6.13. Waiver of Past Defaults.


 


The holders of a majority in principal amount of
the Securities of each series at the time Outstanding may, on behalf of the holders of all the Securities of that series, waive any past
default hereunder and its consequences, except a default:


 


(a)            in
the payment of the principal of, premium, if any, or any interest on any Security; or


 


(b)            in
respect of a covenant or provision hereof that pursuant to Article 10 cannot be modified or amended without the consent of the holder
of each Outstanding Security affected.


 






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


 


SECTION 6.14. Undertaking for Costs.


 


All parties to this Indenture agree, and each holder
of any Security by their acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any holder, or group of holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any holder of any Securities for
the enforcement of the payment of the principal of, premium, if any, or any interest on any Security on or after the respective stated
maturities expressed in such Security (or, in the case of redemption, on or after the redemption date, except, in the case of a partial
redemption, with respect to the portion not so redeemed).


 


SECTION 6.15. Waiver of Stay or Extension Laws.


 


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


 


ARTICLE 7


CONCERNING THE TRUSTEE


 


SECTION 7.01. Duties and Responsibilities of Trustee.


 


(a)            The
Trustee, prior to the occurrence of an Event of Default of a particular series and after the curing of all Events of Default of such series
which may have occurred, undertakes to perform such duties and only such duties 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. In the absence of bad
faith or willful misconduct 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 requirements of this
Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements
of this Indenture.


 


(b)            In
case an Event of Default with respect to a particular series has occurred (which has not been cured), the Trustee shall exercise with
respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in the conduct of their own affairs.


 


(c)            No
provisions 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:


 


(1)            prior
to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with respect
to such series which may have occurred, the duties and obligations of the Trustee with respect to such 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
as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the
Trustee;


 






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


 


(3)            the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction
of the holders of Securities pursuant to Section 6.12 relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.


 


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


 


SECTION 7.02. Reliance on Documents, Opinions, etc.


 


Subject to the provisions of Section 7.01:


 


(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, judgement, bond, debenture, note, coupon or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties not only as the due execution, validity and effectiveness, but also
as to the truth and accuracy of any information contained herein. The Trustee need not investigate any fact or matter stated in the document;


 


(b)            any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order
(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 any Assistant Secretary of the Company; and whenever in the administration of this Indenture
the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder,
the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith or willful misconduct on its part,
rely upon an Officers’ Certificate and/or Opinion of Counsel;


 


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


 


(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 holders of any Securities pursuant to the provisions of this Indenture, unless such holders shall have offered to the Trustee
security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred therein or thereby;


 


(e)            the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or documents, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney;


 


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


 


(g)            the
Trustee shall not be liable for any action taken, suffered or omitted to be taken 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;


 






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


 


(i)            in
no event will the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out
of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, pandemics, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, sabotage, epidemics, riots, nuclear or natural catastrophes,
earthquakes, fires, floods, or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software
or hardware) services, labor disputes, acts of civil or military authorities and governmental actions, or the unavailability of the Federal
Reserve Bank wire or telex or other wire or communication facility; it being understood that the Trustee will use reasonable efforts that
are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances;


 


(j)            the
Trustee shall not be required to give any bond or surety in respect of the performance of its powers hereunder;


 


(k)            the
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture; and


 


(l)            the
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and, with respect to such
permissive rights, the Trustee shall not be answerable other than for its negligence or willful misconduct.


 


SECTION 7.03. No Responsibility for Recitals, etc.


 


The recitals contained herein and in the Securities,
other than the Trustee’s certificate of authentication, shall be taken as the statements of the Company, and the Trustee assumes
no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture
or of the Securities, provided that the Trustee shall not be relieved of its duty to authenticate Securities only as authorized by this
Indenture. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.


 


SECTION 7.04. Ownership of Securities.


 


The Trustee, any authenticating agent, any paying
agent, any Security Registrar or any other agent of the Company or of the Trustee, 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, Security
Registrar or such other agent of the Company or of the Trustee.


 


SECTION 7.05. Moneys to be Held in Trust.


 


Subject to the provisions of Section 12.04
hereof, all moneys received by the Trustee or any paying agent shall, until used or applied as herein provided, be held un-invested in
trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law.
Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received by it hereunder except such
as it may agree in writing with the Company to pay thereon.


 






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SECTION 7.06. 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 for all services rendered by it hereunder as agreed
in writing between the Company and the Trustee (which to the extent permitted by law shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust), and, except as otherwise expressly provided, the Company will pay or reimburse
the Trustee forthwith 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 willful
misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent
authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property
to such lien, shall be entitled to make and to be reimbursed for, advances for the purpose of preserving such property or of discharging
tax liens or other prior liens or encumbrances thereon. The Company also covenants to indemnify each of the Trustee and any predecessor
Trustee for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s
fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) incurred without negligence
or willful misconduct on the part of the Trustee, 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, whether asserted by the Company, a Holder or any
other person. The obligations of the Company under this Section 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. This indemnification shall apply to officers,
directors, employees, shareholders and agents of the Trustee.


 


To secure the Company’s obligations under
this Section, the Trustee shall have a senior claim to which the Securities are hereby made subordinate on all money or property held
or collected by the Trustee, except that held in trust to pay principal of (and premium, if any) and interest, if any, on particular Securities.


 


When the Trustee incurs expenses or renders services
after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under
any bankruptcy law.


 


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


 


SECTION 7.07. Officers’ Certificate or Opinion of Counsel
as Evidence.


 


Subject to the provisions of Section 7.01,
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 suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, be deemed
to be conclusively proved and established by an Officers’ Certificate or Opinion of Counsel delivered to the Trustee, and such certificate
or opinion, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee
for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.


 


SECTION 7.08. Disqualifications; Conflicting Interest of Trustee.


 


If the Trustee has or shall acquire any “conflicting
interest” within the meaning 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 7.09. Eligibility of Trustee.


 


There shall at all times be a Trustee hereunder
which shall 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, which (a) is authorized under such laws to exercise corporate trust powers, (b) is subject to supervision
or examination by federal, state, territorial or District of Columbia authority, (c) shall have at all times a combined capital and
surplus of not less than $50,000,000 and (d) shall not be the Company or any person directly or indirectly controlling, controlled
by, or under common control with the Company. 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, the combined capital and
surplus of such corporation at any time shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section,
the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.


 






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SECTION 7.10. 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 by giving written
notice of resignation to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee
with respect to the applicable series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been
so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor trustee at the expense of the Company. 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 Section 7.08 with respect to any series of Securities after written request therefor by the Company
or by any securityholder who has been a bona fide holder of a Security or Securities of such series for at least six months, or


 


(2)            the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 with respect to any series of Securities 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 with respect to any series of Securities, 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 with respect
to the applicable series of Securities and appoint a successor trustee with respect to such series by written instrument, in duplicate,
executed by order of the Board of Directors, 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 6.14, any securityholder of such series 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 with
respect to such series. 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)            Upon
30 days’ prior written notice, the holders of a majority in aggregate principal amount of the Securities of all series (voting as
one class) at the time Outstanding may at any time remove the Trustee with respect to Securities of all series and appoint a successor
trustee with respect to the Securities of all series.


 


(d)            Any
resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section shall
become effective upon the appointment of a successor trustee and the acceptance of appointment by the successor trustee as provided in
Section 7.11.


 


SECTION 7.11. Acceptance by Successor Trustee.


 


Any successor trustee appointed as provided in
Section 7.10 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 predecessor 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 predecessor trustee shall, upon payment of any amounts
then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the predecessor trustee. Upon request of any such successor trustee, the Company shall execute any and all
instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers.
Any trustee, including the initial 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 7.06.


 






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In case of the appointment hereunder of a successor
trustee with respect to the Securities of one or more (but not all) series, the Company, the predecessor 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 predecessor
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 trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture
shall constitute such trustees co-trustees of the same trust 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 unless at the time of such acceptance such successor trustee shall be qualified and eligible under the provisions
of this Article 7.


 


Upon acceptance of appointment by a successor trustee
as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder to all holders of Securities of
any applicable series as the names and addresses of such holders shall appear on the registry books. If the Company fails to mail such
notice in the prescribed manner within ten days after the acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be so mailed at the expense of the Company.


 


SECTION 7.12. Successor 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, provided such corporation shall be qualified and eligible under the provisions of this
Article 7, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 


SECTION 7.13. Limitations on Rights of Trustee as 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 7.14. Notice of Default.


 


Within 90 days after the occurrence of any default
on a series of Securities hereunder of which a Responsible Officer of the Trustee has received notice or is deemed to have notice in accordance
with this Section 7.14, the Trustee shall transmit to all securityholders of that series, in the manner and to the extent provided
in Section 15.04, notice of such default hereunder actually known to a Responsible Officer of the Trustee, unless such default shall
have been cured or waived; provided, that except in the case of a default in the payment of the principal of or interest on any Security
or on the payment of any sinking or purchase fund installment, the Trustee shall be protected in withholding such notice if and so long
as a Responsible Officer of the Trustee in good faith determine that the withholding of such notice is in the interests of the securityholders;
and provided, further, that in the case of any default of the character specified in clause (c) of Section 6.01 no such notice
to securityholders shall be given until at least 30 days after the occurrence thereof. The Trustee will not be required to take notice
or be deemed to have notice of any default or Event of Default, except failure by the Company to pay or cause to be made any of the payments
required to be made to the Trustee, unless a Responsible Officer shall receive written notice of such default or Event of Default from
the Company or by the holders of at least 25% in aggregate principal amount of the then Outstanding Securities delivered to the Corporate
Trust Office of the Trustee and such notice states that it is a notice of a default or Event of Default with respect to the Securities
and this Indenture, and in the absence of such notice so delivered the Trustee may conclusively assume no default or Event of Default
exists. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such series.


 






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SECTION 7.15. Appointment of Authenticating Agent.


 


The Trustee may appoint an authenticating agent
or agents (which may be an affiliate or affiliates of the Company) with respect to one or more series of Securities which shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue or upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 2.09, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an authenticating agent and a certificate
of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent shall be acceptable to the Company
and shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State or
Territory thereof or of the District of Columbia, which (a) is authorized under such laws to exercise corporate trust powers or to
otherwise act as authenticating agent, (b) is subject to supervision or examination by federal, state, territorial or District of
Columbia authority, and (c) shall have at all times a combined capital and surplus of not less than $50,000,000. If such authenticating
agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such authenticating agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time an authenticating agent shall cease
to be eligible in accordance with the provisions of this Section, such authenticating agent shall resign immediately in the manner and
with the effect specified in this Section.


 


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


 


An authenticating agent may resign at any time
by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an authenticating
agent by giving written notice thereof to such authenticating agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such authenticating agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee may appoint a successor authenticating agent which shall be acceptable to the Company and shall promptly
give notice of such appointment to all holders of Securities in the manner and to the extent provided in Section 15.04. Any successor
authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless
eligible under the provisions of this Section.


 


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


 






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


 



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


 


	 	
    [ ],

    as Trustee

	 	 	 
	 	By:	[ ], as Authenticating Agent
	 	By:	
	 	
    Authorized Signatory

     

    Date:



 


If all of the Securities of a series may not be
originally issued at one time, and the Trustee does not have an office capable of authenticating Securities upon original issuance located
in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if
so requested by the Company in writing, shall appoint in accordance with this Section an authenticating agent (which, if so requested
by the Company, shall be such affiliate of the Company) having an office in a Place of Payment designated by the Company with respect
to such series of Securities, provided that the terms and conditions of such appointment are acceptable to the Trustee.


 


ARTICLE 8


CONCERNING THE SECURITYHOLDERS


 


SECTION 8.01. 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 authorization, 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 securityholders in person or by agent or proxy appointed in writing,
or (b) by a combination of such instrument or instruments and any such record of such a meeting of securityholders.


 


In determining whether the holders of a specified
percentage in aggregate principal amount of the Securities of any or all series have taken any action (including the making of any demand
or request, the giving of any authorization, direction, notice, consent or waiver or the taking of any other action), (i) the principal
amount of any Original Issue Discount Security that may be counted in making such determination and that shall be deemed to be outstanding
for such purposes shall be equal to the amount of the principal thereof that could be declared to be due and payable upon an Event of
Default pursuant to the terms of such Original Issue Discount Security at the time the taking of such of such action is evidenced to the
Trustee, and (ii) the principal amount of a Security denominated in a foreign currency or currency unit shall be the Dollar equivalent,
determined as of the date of original issuance of such Security in accordance with Section 2.03(b) hereof, of the principal
amount of such Security.


 


SECTION 8.02. Proof of Execution by Securityholders.


 


Subject to the provisions of Section 7.01,
Section 7.02 and Section 9.05, proof of the execution of any instrument by a securityholder or its agent or proxy, or of the
holding by any person of a Security, shall be sufficient and conclusive in favor of the Trustee and the Company 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 principal amount and serial numbers of Registered
Securities held by any person, and the date of holding the same, shall be proved by the Security Register.


 


The record of any securityholders’ meeting
shall be proved in the manner provided in Section 9.06.


 






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SECTION 8.03. Who Are Deemed Absolute Owners.


 


Prior to due presentment of a Registered Security
for registration of transfer, the Company, the Trustee and any agent of the Company or of the Trustee may deem the person in whose name
such Registered Security shall be registered upon the Security Register to be, and may treat them as, the absolute owner of such Registered
Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon), for the
purpose of receiving payment of or on account of the principal of (and premium, if any) and, subject to the provisions of Section 2.05
and Section 2.07, any interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any agent
of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments so made to any holder for the time
being, or upon their 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.


 


Notwithstanding the foregoing, with respect to
any temporary or permanent global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or of the
Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary, or impair, as between
a Depositary and holders of beneficial interests in any temporary or permanent global Security, as the case may be, the operation of customary
practices governing the exercise of the rights of the Depositary as holder of such temporary or permanent global Security.


 


SECTION 8.04. Company-Owned Securities Disregarded.


 


In determining whether the holders of the required
aggregate principal amount of Securities have provided any request, demand, authorization, notice, 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, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, 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 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 a 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 8.05. Revocation of Consents; Future Securityholders
Bound.


 


At any time prior to the taking of any action
by the holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with such action,
any holder of a Security, the identifying 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 office and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such 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 upon registration
of transfer of or in exchange or substitution therefor in respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with such action
shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities.


 


SECTION 8.06. Record Date.


 


The Company may, but shall not be obligated to,
set a record date for purposes of determining the identity of holders of Securities of any series entitled to vote or consent to any action
by vote or consent or to otherwise take any action under this Indenture authorized or permitted by Section 6.12 and Section 6.13
or otherwise under this Indenture. Such record date shall be the later of (i) the date 20 days prior to the first solicitation of
such consent or vote or other action and (ii) the date of the most recent list of holders of such Securities delivered to the principal
corporate trust office of the Trustee pursuant to Section 5.01 prior to such solicitation. If such a record date is fixed, those
persons who were holders of such Securities at the close of business on such record date shall be entitled to vote or consent or take
such other action, or to revoke any such action, whether or not such persons continue to be holders after such record date, and for that
purpose the Outstanding Securities shall be computed as of such record date.


 






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ARTICLE 9


SECURITYHOLDERS’ MEETINGS


 


SECTION 9.01. Purposes of Meeting.


 


A meeting of holders of any or all series of Securities
may be called at any time and from time to time pursuant to the provisions of this Article 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 waive 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 6;


 


(b)            to
remove the Trustee and appoint a successor trustee pursuant to the provisions of Article 7;


 


(c)            to
consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; 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 the Securities
of any or all series, as the case may be, under any other provision of this Indenture or under applicable law.


 


SECTION 9.02. 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 9.01, to be held at such time and at such place in [ ], [ ] or as the
Trustee shall determine. Notice of every meeting of the securityholders of any or all series, setting forth the time and place of such
meeting and in general terms the action proposed to be taken at such meeting, shall be given in the manner provided in Section 15.04
not less than 20 nor more than 180 days prior to the date fixed for the meeting.


 


SECTION 9.03. 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 to take any action authorized
in Section 9.01, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee
shall not have provided notice of such meeting in the manner provided in Section 15.04 within 30 days after receipt of such request,
then the Company or the holders of such Securities in the amount above specified may determine the time and the place in [ ], [ ] for
such meeting and may call such meeting by giving notice thereof as provided in Section 9.02.


 


SECTION 9.04. Qualifications for Voting.


 


To be entitled to vote at any meeting of securityholders
a person shall be a holder of one or more Securities of such series Outstanding with respect to which a meeting is being held or a person
appointed by an instrument in writing as proxy by such a holder or holders. The only persons who shall be entitled to be present or to
speak at any meeting of the securityholders of any series shall be the persons entitled to vote at such meeting and their counsel and
any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.


 






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SECTION 9.05. 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 of a series, 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 deems fit. Except as otherwise permitted or required by any such regulations, the holding of Securities shall
be proved in the manner specified in Article 8 and the appointment of any proxy shall be proved in the manner specified in Article 8.
Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without
the proof specified in Article 8 or other proof.


 


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 9.03, 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 vote of the holders of a majority
in principal amount of the Securities represented at the meeting and entitled to vote.


 


Subject to the provisions of Section 8.01
and Section 8.04, at any meeting each securityholder or proxy shall be entitled to one vote for each $1,000 (or the Dollar equivalent
thereof in connection with Securities issued in a foreign currency or currency unit) Outstanding principal amount of Securities of such
series 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 except as a securityholder or proxy. Any meeting of securityholders duly called pursuant to the provisions of Section 9.02
or Section 9.03 may be adjourned from time to time, and the meeting may be reconvened without further notice.


 


SECTION 9.06. Voting.


 


The vote upon any resolution submitted to any meeting
of securityholders shall be by written ballot on which shall be subscribed the signatures of the securityholders or proxies and on which
shall be inscribed the identifying number or numbers or to which shall be attached a list of identifying numbers of the Securities held
or represented by them. The 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 duplicate
of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of securityholders shall be prepared by the
secretary of the meeting and there shall be attached to the 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 9.02. The record shall be signed and verified by the 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 10


SUPPLEMENTAL INDENTURES


 


SECTION 10.01. Supplemental Indentures without Consent of Securityholders.


 


Without the consent of any holders of Securities,
the Company, when authorized by or pursuant to Board Resolution, 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 in force at the date of the execution
thereof) for one or more of the following purposes:


 


(a)            to
evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the
assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities;


 






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(b)            to
add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider
to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in
any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any
of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions
as such supplemental indenture may provide;


 


(c)            to
establish any series of Securities and the form or terms of securities of any series as permitted by Section 2.01 and Section 2.03,
including, without limitation, any subordination provisions and any conversion or exchange provisions applicable to Securities that are
convertible into or exchangeable for other securities or property, and any deletions from or additions or changes to this Indenture in
connection therewith (provided that any such deletions, additions and changes shall not be applicable to any other series of Securities
then Outstanding);


 


(d)            to
add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture)
or change any of the provisions of this Indenture regarding acceleration of maturity upon an Event of Default;


 


(e)            to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance, covenant
defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article 14, provided that any such action shall
not adversely affect the interests of any holder of a Security of such series or any other Security in any material respect;


 


(f)            to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities, registrable or not registrable as to principal;


 


(g)            to
make provisions with respect to conversion or exchange rights of holders of Securities of any series;


 


(h)            in
the case of any series of Securities which are convertible into or exchangeable for commodities or for the securities of the Company to
safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event of any reclassification
or change of outstanding securities or any merger, consolidation, statutory share exchange or combination of the Company with or into
another Person or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the properties
and assets of the Company to any other Person or other similar transactions, if expressly required by the terms of such series of Securities
established pursuant to Section 2.03;


 


(i)            to
add to, delete from or revise the conditions, limitations or restrictions on issue, authentication and delivery of Securities of any series;


 


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


 


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


 


(l)            to
conform the Indenture or the Securities to the description thereof in the related prospectus, offering memorandum or disclosure document
(as provided in an Officers’ Certificate delivered to the Trustee);


 






    	 	35	 



     


    

 


(m)            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 provisions contained herein or in any supplemental indenture;


 


(n)            to
add guarantees with respect to, or to secure, any series of Security;


 


(o)            to
evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more
series and to add or change any 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 Section 7.11; and


 


(p)            to
make any change to the Securities of any series or to make any other provisions in regard to matters or questions arising under this Indenture
that do not adversely affect the legal rights under this Indenture of any holder of Securities of any series issued under this Indenture,
including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder.


 


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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall
not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has
duly executed and delivered the same.


 


SECTION 10.02. Supplemental Indentures with Consent of Holders.


 


With the consent (evidenced as provided in Section 8.01)
of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected
by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, 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 in force at the date of the execution thereof) 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 such series under this Indenture; provided, that no such supplemental indenture shall (a) extend the
fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of
payment of interest thereon, without the consent of the holder of each Security so affected, (b) reduce the aforesaid percentage
of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders
of all Securities then Outstanding, (c) modify the subordination provisions in a manner adverse to the holders of such Securities,
or (d) modify any of the above provisions.


 


Upon the request of the Company, accompanied by
a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company 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.


 


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


 


Promptly after the execution by the Company and
the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the
manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture,
to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 






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SECTION 10.03. Compliance with Trust Indenture Act; Effect
of Supplemental Indentures.


 


Any supplemental indenture executed pursuant to
the provisions of this Article 10 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 10 and subject to the provisions in any supplemental indenture relating to the
prospective application of such instrument, 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 theretofore or thereafter authenticated and delivered hereunder 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.


 


The Trustee, subject to the provisions of Section 7.01
and Section 7.02, shall be entitled to receive and shall be fully protected in relying upon an Officers’ Certificate and Opinion
of Counsel as conclusive evidence that any such supplemental indenture complies with the provisions of this Article 10 and that all
conditions precedent thereto have been satisfied.


 


SECTION 10.04. Notation on Securities.


 


Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of this Article 10 may bear a notation in form approved
by the Company as to any matter provided for in such supplemental indenture. New Securities of any series so modified as to conform, in
the opinion of the Company and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture
may be prepared by the Company, authenticated by the Trustee and delivered, without charge to the securityholders, in exchange for the
Securities of such series then Outstanding.


 


ARTICLE 11


CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


SECTION 11.01. 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 (a) 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 the 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 in form satisfactory to the Trustee, executed and delivered
to the Trustee by such corporation, and (b) 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 11.02. Successor Corporation Substituted.


 


In case of any such consolidation, merger, sale
or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted
for, and may exercise every right and power of, the Company, with the same effect as if it had been named herein as the party of the first
part. 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;
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 shall authenticate and shall make available for delivery any Securities which previously shall
have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of 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 Securities had been issued at the date of the execution thereof.


 






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


 


SECTION 11.03. Opinion of Counsel and Officers’ Certificate
to be Given Trustee.


 


The Trustee shall receive an Opinion of Counsel
and Officers’ Certificate as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption,
complies with the provisions of this Article 11 and that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


ARTICLE 12


SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED
MONEYS


 


SECTION 12.01. Discharge of Indenture.


 


If at any time:


 


(a)            the
Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than (i) Securities
that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, and (ii) Securities
for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 4.03), or


 


(b)            all
such Securities of such series not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, or
(ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (b)(i), (b)(ii) or
(b)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid
by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption
all Securities of such series not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any
interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company
shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall
cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense
of the Company and subject to Section 15.05, shall execute proper instruments acknowledging satisfaction of and discharging this
Indenture with respect to the Securities of such series. The Company agrees 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 of such series. Notwithstanding the
satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company
to the Trustee under Section 7.06 shall survive.


 


The Company will deliver to the Trustee an Officers’
Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with.


 


SECTION 12.02. Deposited Moneys to be Held in Trust by Trustee.


 


Subject to the provisions of clause (e) of
Section 4.03, all moneys deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by it to the
payment, either directly or through any paying agent (including the Company acting as its own paying agent), to the persons entitled thereto,
of all sums due and to become due thereon for principal and interest (and premium, if any) for which payment of such money has been deposited
with the Trustee.


 






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SECTION 12.03. Paying Agent to Repay Moneys Held.


 


In connection with the satisfaction and discharge
of this Indenture with respect to Securities of any series and the payment of all amounts due to the Trustee under Section 7.06,
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 12.04. Return of Unclaimed Moneys.


 


Subject to applicable law, any moneys deposited
with or paid to the Trustee or any paying agent for the payment of the principal of (and premium, if any) or interest on any Security
and not applied but remaining unclaimed for two years after the date upon which such principal (and premium, if any, on) or interest shall
have become due and payable, shall be repaid to the Company by the Trustee or such paying agent upon written request from the Company,
and the holder of such Security 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 any paying agent with respect to such moneys shall thereupon cease.


 


ARTICLE 13


IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS


 


SECTION 13.01. Indenture and Securities Solely Corporate Obligations.


 


No recourse under or upon any obligation, covenant
or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the holders thereof and as part of the consideration for the issue of the Securities.


 


ARTICLE 14


DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 14.01. Applicability of Article.


 


Unless, as specified pursuant to Section 2.03(b),
provision is made that either or both of (a) defeasance of the Securities of a series under Section 14.02 and (b) covenant
defeasance of the Securities of a series under Section 14.03 shall not apply to the Securities of a series, then the provisions of
such Section 14.02 and Section 14.03, together with Section 14.04 and Section 14.05, shall be applicable to the Outstanding
Securities of all series upon compliance with the conditions set forth below in this Article 14.


 


SECTION 14.02. Defeasance and Discharge.


 


Subject to Section 14.05, the Company may
cause itself to be discharged from its obligations with respect to the Outstanding Securities of any series on and after the date the
conditions precedent set forth below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter,
 “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and
as more fully set forth in such Section, payments of the principal of and any premium and interest on such Securities when such payments
are due, (b) the Company’s obligations with respect to such Securities under Section 2.07, Section 2.08, Section 2.09,
Section 4.02 and Section 4.03 and such obligations as shall be ancillary thereto, (c) the rights, powers, trusts, duties,
immunities and other provisions in respect of the Trustee hereunder, and (D) this Article 14. Subject to compliance with this
Article 14, defeasance with respect to Securities of a series by the Company is permitted under this Section 14.02 notwithstanding
the prior exercise of its rights under Section 14.03 with respect to the Securities of such series. Following a defeasance, payment
of the Securities of such series may not be accelerated because of an Event of Default.


 






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SECTION 14.03. Covenant Defeasance.


 


The Company may cause itself to be released from
its obligations under any Sections applicable to Securities of a series that are determined pursuant to Section 2.03(b) to be
subject to this provision with respect to the Outstanding Securities of such series on and after the date the conditions precedent set
forth below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, “covenant defeasance”).
For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series, the Company may omit
to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section, whether directly
or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 


SECTION 14.04. Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions precedent
or, as specifically noted below, subsequent to application of either Section 14.02 or Section 14.03 to the Outstanding Securities
of such series:


 


(a)            The
Company shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities,
(i) money in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal and interest 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 thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee to pay and discharge, (1) the principal of and any premium and interest on the Outstanding Securities of such series
to maturity or redemption, as the case may be, and (2) any mandatory sinking fund payments or analogous payments applicable to the
Outstanding Securities of such series on the due dates thereof. Before such a deposit the Company may make arrangements satisfactory to
the Trustee for the redemption of Securities at a future date or dates in accordance with Article 3 which shall be given effect in
applying the foregoing. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations
of the United States of America for the payment of which its full faith and credit is pledged or (y) 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, are not callable or redeemable at the option
of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of such 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 principal of or interest on the
U.S. Government Obligation evidenced by such depository receipt;


 


(b)            No
default, or event that after notice or lapse of time, or both, would become a default with respect to the Securities of such series, shall
have happened and be continuing (i) on the date of such deposit or (ii) insofar as Section 6.01(a) and Section 6.01(b) are
concerned, at any time during the period ending on the 123rd day after the date of such deposit or, if longer, ending on the day following
the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition
in this clause (b) is a condition subsequent and shall not be deemed satisfied until the expiration of such period);


 






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(c)            Such
defeasance or covenant defeasance shall not (i) cause the Trustee for the Securities of such series to have a conflicting interest
as defined in Section 7.08 or for purposes of the Trust Indenture Act with respect to any securities of the Company or (ii) result
in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company
Act of 1940, as amended;


 


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


 


(e)            Such
defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities exchange
under the Exchange Act to be delisted;


 


(f)            In
the case of a defeasance under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date
of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the holders of the Outstanding Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such defeasance had not occurred;


 


(g)            In
the case of covenant defeasance under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes
as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred;


 


(h)            Such
defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to Section 2.03(b); and


 


(i) The Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent and subsequent provided for
in this Indenture relating to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03, as the
case may be, have been complied with.


 


SECTION 14.05. Deposited Money and U.S. Government Obligations
to be Held in Trust; Other Miscellaneous Provisions.


 


All money and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 in respect of the Outstanding Securities of such series
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
either directly or through any paying agent (but not including the Company acting as its own paying agent) as the Trustee may determine,
to the holders of such Securities of all sums due and to become due thereon in respect of principal and any premium and interest, but
such money need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04
or the principal and interest received in respect thereof.


 


Anything herein to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by
it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited
to effect an equivalent defeasance or covenant defeasance, provided that the Trustee shall not be required to liquidate any U.S. Government
Obligations in order to comply with the provisions of this paragraph.


 






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Anything herein to the contrary notwithstanding,
if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by
the Trustee in accordance with this Section because of a court order or by operation of Article 16 or (ii) are for any
reason insufficient in amount, then the Company’s obligations to pay principal of and any premium and interest on the Securities
of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any such case, the
Company’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent
the Company’s payment obligations are reinstated.


 


ARTICLE 15


MISCELLANEOUS PROVISIONS


 


SECTION 15.01. Benefits of Indenture Restricted to Parties
and Securityholders.


 


Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors
and assigns and the holders of the Securities (and, with respect to the provisions of Article 16, the holders of senior Indebtedness),
any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants
and provisions being for the sole benefit of the parties hereto and their successors and assigns and the holders of the Securities (and,
with respect to the provisions of Article 16, the holders of senior Indebtedness).


 


SECTION 15.02. Provisions Binding on Company’s Successors.


 


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


 


SECTION 15.03. Addresses for Notices, etc., to Company
and Trustee.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other document provided or permitted by this Indenture is duly given if in writing and delivered in person
or delivered by first-class postage prepaid mail, facsimile, email or overnight air courier guaranteeing next day delivery, to the other’s
address:


 


(1)            If
to the Trustee, addressed to the Trustee at the principal Corporate Trust Office of the Trustee, [ ], Attention: Orange County Bancorp, Inc.
Administrator, Telephone: [ ].


 


(2)            If
to the Company by the Trustee or by the holders of Securities, addressed to it at [ ], Attention: [ ], Email: [ ].


 


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


 


All notices and communications will be deemed to
have been duly given: five Business Days after being deposited in the mail, postage prepaid, if delivered by mail; on the first Business
Day after being sent, if sent by facsimile and the sender receives confirmation of successful transmission; upon confirmation of transmittal
(but excluding any automatic reply to such email), if sent by email; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.


 


SECTION 15.04. Notice to Holders of Securities; Waiver.


 


Except as otherwise expressly provided herein,
where this Indenture provides for notice of holders of Securities of any event, such notice shall be sufficiently given to holders of
Registered Securities if in writing and mailed, first-class postage prepaid, to each holder of a Registered Security affected by such
event, at the address of such holder as it appears in the Security Register, not earlier than the earliest date, and not later than the
latest date, prescribed for the giving of such notice.


 






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In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice to holders of Registered Securities by mail,
then such notification as shall be made with the approval of the Trustee shall constitute sufficient notice to such holders for every
purpose hereunder. In any case where notice to holders of Registered Securities is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular holder of a Registered Security shall affect the sufficiency of such notice
with respect to other holders of Registered Securities.


 


Notwithstanding any other provision of this Indenture
or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption) to a Holder
of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given when delivered to the Depositary for such
Security (or its designee) pursuant to the customary procedures of such Depositary.


 


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


 


Any request, demand, authorization, direction,
notice, consent or waiver required or permitted under this Indenture shall be in the English language.


 


SECTION 15.05. 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 all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied
with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with,
except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.


 


Each Officers’ Certificate and Opinion of
Counsel 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 (a) a statement that the person making such certificate or opinion has read such covenant or condition;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based; (c) a statement that, in the opinion of such person, they have made such examination or
investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied
with; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


 


SECTION 15.06. Legal Holidays.


 


In any case where the date of maturity of interest
on or principal of the Securities or the date fixed for redemption of any Securities shall be a Saturday or Sunday or a legal holiday
in City of New York, New York or in such other Place of Payment as the Company may designate pursuant to Section 4.02, or a day on
which banking institutions in City of New York, New York or in such other Place of Payment are authorized or obligated by law, regulation
or executive order to remain closed, then payment of interest or principal (and premium, if any) 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 maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.


 


SECTION 15.07. 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 15.08. 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. The
exchange of copies of this Indenture and of signature pages by facsimile or electronic format (e.g., “.pdf” or
 “.tif”) transmission will constitute effective execution and delivery of this Indenture as to the parties hereto and may be
used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format
(e.g., “.pdf” or “.tif”) will be deemed to be their original signatures for all purposes. Unless otherwise
provided herein or in any other Securities, the words “execute”, “execution”, “signed”, and “signature”
and words of similar import used in or related to any document to be signed in connection with this Indenture, any other Securities or
any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include
electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as
provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act, provided that,
notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any
form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.


 


SECTION 15.09. Governing Law; Waiver of Jury Trial.


 


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 LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


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


 


SECTION 15.10. Severability.


 


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


 


The Trustee, by its execution of this Indenture,
hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. This Indenture,
any supplemental indenture hereto and the exhibits hereto or thereto set forth the entire agreement and understanding of the parties related
to this transaction and supersedes all prior agreements and understandings, oral or written.


 


SECTION 15.11. Interpretations.


 


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


 






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This Indenture may not be used to interpret any
other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement
may not be used to interpret this Indenture.


 


SECTION 15.12. U.S.A. Patriot Act.


 


The parties hereto acknowledge that in accordance
with Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (the “USA PATRIOT Act”), the Trustee, like all financial institutions and in order to help fight the funding of terrorism
and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes
a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such
information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


ARTICLE 16


RANKING OF SECURITIES


 


SECTION 16.01. Ranking.


 


Except as otherwise provided in a supplemental
indenture or pursuant to Section 2.01, the Company agrees, and each holder by accepting a Security agrees, that the indebtedness
evidenced by the Securities constitutes and will constitute a senior unsecured general obligation of the Company, ranking equally with
other existing and future senior unsecured Indebtedness of the Company, ranking equally with other existing and future senior unsecured
Indebtedness of the Company and ranking senior in right of payment to any future Indebtedness of the Company that is expressly made subordinate
to the Securities by the terms of such Indebtedness.


 


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


 


	 	ORANGE COUNTY BANCORP, INC.
	 	 	 
	 	By:	
	 	 	[ ]
	 	 	[ ]
	 	 
	 	 
	 	[ ], as Trustee
	 	 	 
	 	By:	
	 	 	[ ]
	 	 	[ ]


 






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