Exhibit 4.2


 


STOCK YARDS BANCORP, INC.


 


SUBORDINATED INDENTURE


 


DATED AS OF ______________, 20__


 


[____________________], AS TRUSTEE


 






     

     


    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 	1
	 	 	 
	 	Section 1.1	Definitions	1
	 	Section 1.2	Other Definitions	6
	 	Section 1.3	Incorporation by Reference of Trust Indenture Act	6
	 	Section 1.4	Rules of Construction	6
	 	 	 	 
	ARTICLE II THE SECURITIES 	7
	 	 
	 	Section 2.1	Issuable in Series	7
	 	Section 2.2	Establishment of Terms of Series of Securities	7
	 	Section 2.3	Execution and Authentication	9
	 	Section 2.4	Registrar and Paying Agent	10
	 	Section 2.5	Paying Agent to Hold Money in Trust	10
	 	Section 2.6	Securityholder Lists	11
	 	Section 2.7	Transfer and Exchange	11
	 	Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities	11
	 	Section 2.9	Outstanding Securities	12
	 	Section 2.10	Treasury Securities	12
	 	Section 2.11	Temporary Securities	13
	 	Section 2.12	Cancellation	13
	 	Section 2.13	Defaulted Interest	13
	 	Section 2.14	Global Securities	13
	 	Section 2.15	CUSIP Numbers	15
	 	 	 	 
	ARTICLE III REDEMPTION 	15
	 	 
	 	Section 3.1	Notice to Trustee	15
	 	Section 3.2	Selection of Securities to be Redeemed	15
	 	Section 3.3	Notice of Redemption	16
	 	Section 3.4	Effect of Notice of Redemption	16
	 	Section 3.5	Deposit of Redemption Price	17
	 	Section 3.6	Securities Redeemed in Part	17
	 	 	 	 
	ARTICLE IV COVENANTS 	17
	 	 
	 	Section 4.1	Payment of Principal and Interest	17
	 	Section 4.2	SEC Reports	17
	 	Section 4.3	Compliance Certificate	17
	 	Section 4.4	Stay, Extension and Usury Laws	18
	 	Section 4.5	Corporate Existence	18
	 	Section 4.6	Taxes	18



 






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	ARTICLE V SUCCESSORS 	18
	 	 
	 	Section 5.1	When Company May Merge, Etc.	18
	 	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES 	19
	 	 	 	 
	 	Section 6.1	Events of Default	19
	 	Section 6.2	Acceleration of Maturity; Rescission and Annulment	20
	 	Section 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee	21
	 	Section 6.4	Trustee may File Proofs of Claim	21
	 	Section 6.5	Trustee may Enforce Claims Without Possession of Securities	22
	 	Section 6.6	Application of Money Collected	22
	 	Section 6.7	Limitation on Suits	22
	 	Section 6.8	Unconditional Right of Holders to Receive Principal and Interest	23
	 	Section 6.9	Restoration of Rights and Remedies	23
	 	Section 6.10	Rights and Remedies Cumulative	23
	 	Section 6.11	Delay or Omission Not Waiver	23
	 	Section 6.12	Control by Holders	24
	 	Section 6.13	Waiver of Past Defaults	24
	 	Section 6.14	Undertaking for Costs	24
	 	 	 	 
	ARTICLE VII TRUSTEE 	25
	 	 	 	 
	 	Section 7.1	Duties of Trustee	25
	 	Section 7.2	Rights of Trustee	26
	 	Section 7.3	Individual Rights of Trustee	28
	 	Section 7.4	Trustee’s Disclaimer	28
	 	Section 7.5	Notice of Defaults	28
	 	Section 7.6	Reports by Trustee to Holders	28
	 	Section 7.7	Compensation and Indemnity	28
	 	Section 7.8	Replacement of Trustee	29
	 	Section 7.9	Successor Trustee by Merger, Etc.	30
	 	Section 7.10	Eligibility; Disqualification	30
	 	Section 7.11	Referential Collection of Claims Against Company	30
	 	 	 	 
	ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE 	30
	 	 
	 	Section 8.1	Satisfaction and Discharge of Indenture	30
	 	Section 8.2	Application of Trust Funds; Indemnification	31
	 	Section 8.3	Legal Defeasance of Securities of any Series	32
	 	Section 8.4	Covenant Defeasance	33
	 	Section 8.5	Repayment to Company	34
	 	 	 	 
	ARTICLE IX AMENDMENTS AND WAIVERS 	34
	 	 
	 	Section 9.1	Without Consent of Holders	34
	 	Section 9.2	With Consent of Holders	36
	 	Section 9.3	Limitations	36



 






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	 	Section 9.4	Compliance with Trust Indenture Act	37
	 	Section 9.5	Revocation and Effect of Consents	37
	 	Section 9.6	Notation on or Exchange of Securities	37
	 	Section 9.7	Trustee Protected	37
	 	 	 	 
	ARTICLE X MISCELLANEOUS 	38
	 	 	 	 
	 	Section 10.1	Trust Indenture Act Controls	38
	 	Section 10.2	Notices	38
	 	Section 10.3	Communication by Holders with Other Holders	38
	 	Section 10.4	Certificate and Opinion as to Conditions Precedent	39
	 	Section 10.5	Statements Required in Certificate or Opinion	39
	 	Section 10.6	Rules by Trustee and Agents	39
	 	Section 10.7	Legal Holidays	39
	 	Section 10.8	No Recourse Against Others	39
	 	Section 10.9	Counterparts	39
	 	Section 10.10	Governing Laws	40
	 	Section 10.11	No Adverse Interpretation of Other Agreements	40
	 	Section 10.12	Successors	40
	 	Section 10.13	Severability	40
	 	Section 10.14	Table of Contents, Headings, Etc.	40
	 	 	 	 
	ARTICLE XI SINKING FUNDS 	40
	 	 
	 	Section 11.1	Applicability of Article	40
	 	Section 11.2	Satisfaction of Sinking Fund Payments with Securities	41
	 	Section 11.3	Redemption of Securities for Sinking Fund	41
	 	 	 	 
	ARTICLE XII SUBORDINATION OF SECURITIES 	41
	 	 
	 	Section 12.1	Agreement of Subordination	41
	 	Section 12.2	Payments to Holders	42
	 	Section 12.3	Subrogation of Securities	44
	 	Section 12.4	Authorization to Effect Subordination	45
	 	Section 12.5	Notice to Trustee	45
	 	Section 12.6	Trustee’s Relation to Senior Indebtedness	46
	 	Section 12.7	No Impairment of Subordination	46
	 	Section 12.8	Article Applicable to Paying Agents	47
	 	Section 12.9	Senior Indebtedness Entitled to Rely	47



 












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CROSS REFERENCE TABLE


 


	Trust Indenture 

Act Section	 	 	 	Indenture
 Section
	Section 310	(a)(1)	 	 	7.10
	 	(a)(2)	 	 	7.10
	 	(a)(3)	 	 	N/A
	 	(a)(4)	 	 	N/A
	 	(a)(5)	 	 	7.10
	 	(b)	 	 	7.10
	Section 311	(a)	 	 	7.11
	 	(b)	 	 	7.11
	 	(c)	 	 	N/A
	Section 312	(a)	 	 	2.6
	 	(b)	 	 	10.3
	 	(c)	 	 	10.3
	Section 313	(a)	 	 	7.6
	 	(b)(1)	 	 	7.6
	 	(b)(2)	 	 	7.6
	 	(c)(1)	 	 	7.6
	 	(d)	 	 	7.6
	Section 314	(a)	 	 	4.2, 10.5
	 	(b)	 	 	N/A
	 	(c)(1)	 	 	10.4
	 	(c)(2)	 	 	10.4
	 	(c)(3)	 	 	N/A
	 	(d)	 	 	N/A
	 	(e)	 	 	10.5
	 	(f)	 	 	N/A
	Section 315	(a)	 	 	7.1
	 	(b)	 	 	7.5
	 	(c)	 	 	7.1
	 	(d)	 	 	7.1
	 	(e)	 	 	6.14
	Section 316	(a)	 	 	2.10
	 	(a)(1)(A)	 	 	6.12
	 	(a)(1)(B)	 	 	6.13
	 	(b)	 	 	6.8
	Section 317	(a)(1)	 	 	6.3
	 	(a)(2)	 	 	6.4
	 	(b)	 	 	2.5
	Section 318	(a)	 	 	10.1



 


* This Cross Reference Table shall not, for any
purpose, be deemed to be part of the Indenture.








 






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This
SUBORDINATED INDENTURE, dated as of _____________, 20__ is made by and between STOCK YARDS BANCORP, INC., a Kentucky
corporation (the “Company”), and [_________________________], not in its individual capacity but solely
as trustee (the “Trustee”).


 


Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture:


 


ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1     Definitions.


 


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


 


“Affiliate” of
any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control
with such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms
 “controlled by” and “under common control with”), as used with respect to any person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.


 


“Agent” means
any Registrar, Paying Agent or Service Agent.


 


“Authorized Newspaper”
means a newspaper in an official language of the country of publication customarily published at least once a day for at least five days
in each calendar week and of general circulation in the place in connection with which the term is used. If it shall be impractical in
the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other
notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication of such notice.


 


“Bearer Security”
means any Security, including any interest coupon appertaining thereto, that does not provide for the identification of the Holder thereof.


 


“Board of Directors”
means the Board of Directors of the Company or any duly authorized committee thereof.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of
Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and
delivered to the Trustee.


 


“Business Day”
means, unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series,
any day except a Saturday, Sunday, a legal holiday or any other day on which banking institutions in the City of New York, New York,
or any Place of Payment are authorized or required by law, regulation or executive order to close.


 






    


     


    

 


“Capital Stock”
means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.


 


“Company” means
the party named as such above until a successor replaces it and thereafter means the successor.


 


“Company Order”
means a written order signed in the name of the Company by two Officers, one of whom must be the Company’s principal executive
officer, principal financial officer or principal accounting officer.


 


“Company Request”
means a written request signed in the name of the Company by its Chief Executive Officer, the President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which
office at the date hereof is located at [_________________], Attention: Stock Yards 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).


 


“Default” means
any event which is, or after notice or passage of time or both would be, an Event of Default.


 


“Depository”
means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities,
the person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under
the Exchange Act; and if at any time there is more than one such person, “Depository” as used with respect to the Securities
of any Series shall mean the Depository with respect to the Securities of such Series.


 


“Designated Senior
Indebtedness” means any of the Company’s senior indebtedness that expressly provides that it is “designated senior
indebtedness” for purposes of this Indenture (provided that the instrument, agreement or other document creating or evidencing
such Senior Indebtedness may place limitations and conditions on the right of such Senior Indebtedness to exercise the rights of Designated
Senior Indebtedness).


 


“Discount Security”
means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of
acceleration of the Stated Maturity thereof pursuant to Section 6.2.


 


“Dollars” and
 “$” means the currency of the United States of America. “Exchange Act” means the Securities Exchange Act of 1934,
as amended.


 






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“GAAP” means
generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which
are in effect as of the date of determination.


 


“Global Security”
or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of Securities, issued to the Depository for such Series or its nominee, and registered in
the name of such Depository or nominee.


 


“Holder” or “Securityholder”
means a person in whose name a Security is registered or the holder of a Bearer Security.


 


“Indebtedness”
means, with respect to any person, and without duplication, (a) all indebtedness, obligations and other liabilities (contingent
or otherwise) of such person for borrowed money (including obligations of the Company in respect of overdrafts, foreign exchange contracts,
currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or not evidenced by
notes or similar instruments) or evidenced by bonds, debentures, notes or similar instruments (whether or not the recourse of the lender
is to the whole of the assets of such person or to only a portion thereof) (other than any account payable or other accrued current liability
or obligation incurred in the ordinary course of business in connection with the obtaining of materials or services), (b) all reimbursement
obligations and other liabilities (contingent or otherwise) of such person with respect to letters of credit, bank guarantees or bankers’
acceptances, (c) all obligations and liabilities (contingent or otherwise) in respect of leases of such person required, in conformity
with generally accepted accounting principles, to be accounted for as capitalized lease obligations on the balance sheet of such person
and all obligations and other liabilities (contingent or otherwise) under any lease or related document (including a purchase agreement)
in connection with the lease of real property which provides that such person is contractually obligated to purchase or cause a third
party to purchase the leased property and thereby guarantee a minimum residual value of the leased property to the lessor and the obligations
of such person under such lease or related document to purchase or to cause a third party to purchase such leased property, (d) all
obligations of such person (contingent or otherwise) with respect to an interest rate or other swap, cap or collar agreement or other
similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement, (e) all direct
or indirect guaranties or similar agreements by such person in respect of, and obligations or liabilities (contingent or otherwise) of
such person to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of indebtedness, obligations or liabilities
of another person of the kind described in clauses (a) through (d), (f) any indebtedness or other obligations described in
clauses (a) through (e) secured by any mortgage, pledge, lien or other encumbrance existing on property which is owned or held
by such person, regardless of whether the indebtedness or other obligation secured thereby shall have been assumed by such person and
(g) any and all refinancings, replacements, deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements
to, any indebtedness, obligation or liability of the kind described in clauses (a) through (f).


 






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“Indenture” means
this Subordinated Indenture as amended or supplemented from time to time and shall include the form and terms of particular Series of
Securities established as contemplated hereunder.


 


“interest” with
respect to any Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.


 


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


 


“Officer” means
the Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant
Secretary of the Company.


 


“Officers’ Certificate”
means a certificate signed by two Officers, one of whom must be the Company’s principal executive officer, principal financial
officer or principal accounting officer.


 


“Opinion of Counsel”
means a written opinion of legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company.


 


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


 


“Place of Payment”,
when used with respect to the Securities of or within any Series, means the place or places where the principal of (and premium, if any)
and interest, if any, on such Securities are payable as specified and as contemplated by Section 2.1.


 


“principal” or
 “principal amount” of a Security means the principal amount of the Security plus, when appropriate, the premium, if any,
on, and any Additional Amounts in respect of, the Security.


 


“Representative”
means the (a) indenture trustee or other trustee, agent or representative for any Senior Indebtedness or (b) with respect to
any Senior Indebtedness that does not have any such trustee, agent or other representative, (i) in the case of such Senior Indebtedness
issued pursuant to an agreement providing for voting arrangements as among the holders or owners of such Senior Indebtedness, any holder
or owner of such Senior Indebtedness acting with the consent of the required persons necessary to bind such holders or owners of such
Senior Indebtedness and (ii) in the case of all other such Senior Indebtedness, the holder or owner of such Senior Indebtedness.


 


“Responsible Officer”
means any officer of the Trustee in its Corporate Trust Office and also means, with respect to a particular corporate trust matter, any
other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a particular subject,
in each case, who has direct responsibility for the administration of this Indenture.


 






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“SEC” means the
Securities and Exchange Commission.


 


“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Senior Indebtedness”
means the principal, premium, if any, interest, including any interest accruing after bankruptcy, Additional Amounts, if any, and rent
or termination payment on or other amounts due on the Company’s current or future indebtedness, whether created, incurred, assumed,
guaranteed or in effect guaranteed by us, including any deferrals, renewals, extensions, refundings, amendments, modifications or supplements
to the above. However, Senior Indebtedness does not include: (i) indebtedness that expressly provides that it shall not be senior
in right of payment to the Securities or expressly provides that it is on the same basis or junior to the Securities; (ii) the Company’s
indebtedness to any of the Company’s Subsidiaries; and (iii) the Securities.


 


“Series” or “Series of
Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Section 2.1
and Section 2.2.


 


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


 


“Subsidiary”
of any specified person means any corporation, association or other business entity of which more than 50% of the total voting power
of shares of Capital Stock 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 such person or one or more of the other Subsidiaries
of that person or a combination thereof.


 


“TIA” means the
Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that
in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such
amendment, the Trust Indenture Act as so amended.


 


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


 


“U.S. Government Obligations”
means securities which are (a) direct obligations of the United States of America for the payment of which its full faith and credit
is pledged or (b) 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,
and which in the case of clauses (a) and (b) are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government
Obligation evidenced by such depository receipt.


 






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Section 1.2     Other
Definitions.


 


	Term	 	Defined in Section
	“Bankruptcy Law”	 	6.1
	“Custodian”	 	6.1
	“Event of Default”	 	6.1
	“Legal Holiday”	 	10.7
	“mandatory sinking fund payment”	 	11.1
	“optional sinking fund payment”	 	11.1
	“Paying Agent”	 	2.4
	“Payment Blockage Notice”	 	12.2
	“Registrar”	 	2.4
	“Service Agent”	 	2.4
	“successor person”	 	5.1



 


Section 1.3     Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference
in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:


 


“Commission”
means the SEC.


 


“indenture securities”
means the Securities.


 


“indenture security
holder” means a Securityholder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee”
or “institutional trustee” means the Trustee.


 


“obligor” on
the indenture securities means the Company and any successor obligor upon the Securities.


 


All other terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein are used herein as so defined.


 


Section 1.4     Rules of
Construction. Unless the context otherwise requires:


 


		(a)	a
                                            term has the meaning assigned to it;



 


		(b)	an
                                            accounting term not otherwise defined has the meaning assigned to it in accordance with generally
                                            accepted accounting principles;



 






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		(c)	references
                                            to “generally accepted accounting principles” and “GAAP”
                                            shall mean generally accepted accounting principles, consistently applied, in effect as of
                                            the time when and for the period as to which such accounting principles are to be applied;



 


		(d)	“or”
                                            is not exclusive;



 


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



 


		(f)	provisions
                                            apply to successive events and transactions.



 


ARTICLE II

THE SECURITIES


 


Section 2.1     Issuable
in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.
The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or
determined in the manner provided in a Board Resolution, supplemental indenture or Officers’ Certificate detailing the adoption
of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued
from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture detailing the adoption of the terms thereof
pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity
date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect
of any matters; provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture, but
all Securities issued hereunder shall be subordinate and junior in right of payment, to the extent and in the manner set forth in ARTICLE XII,
to all Senior Indebtedness of the Company.


 


Section 2.2     Establishment
of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the following shall be established
(as to the Series generally, in the case of Section 2.2(a) and either as to such Securities within the Series or
as to the Series generally, in the case of Section 2.2(b) through Section 2.2(q)) by or pursuant to a Board Resolution,
and set forth or determined in the manner provided in a Board Resolution, supplemental indenture or an Officers’ Certificate:


 


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



 


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



 


		(c)	any
                                            limit upon the aggregate principal amount of the Securities of the Series which may
                                            be authenticated and delivered under this Indenture (except for Securities authenticated
                                            and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
                                            Securities of the Series pursuant to Section 2.7, Section 2.8, Section 2.11,
                                            Section 3.6 or Section 9.6);



 






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		(d)	the
                                            date or dates on which the principal of the Securities of the Series is payable;



 


		(e)	the
                                            rate or rates (which may be fixed or variable) per annum or, if applicable, the method used
                                            to determine such rate or rates (including, but not limited to, any commodity, commodity
                                            index, stock exchange index or financial index) at which the Securities of the Series shall
                                            bear interest, if any, the date or dates from which such interest, if any, shall accrue,
                                            the date or dates on which such interest, if any, shall commence and be payable and any regular
                                            record date for the interest payable on any interest payment date;



 


		(f)	the
                                            Place of Payment where the principal of and interest, if any, on the Securities of the Series shall
                                            be payable, where the Securities of such Series may be surrendered for registration
                                            of transfer or exchange and where notices and demands to or upon the Company in respect of
                                            the Securities of such Series and this Indenture may be served, and the method of such
                                            payment, if by wire transfer, mail or other means;



 


		(g)	if
                                            applicable, the period or periods within which, the price or prices at which and the terms
                                            and conditions upon which the Securities of the Series may be redeemed, in whole or
                                            in part, at the option of the Company;



 


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



 


		(i)	the
                                            dates, if any, on which and the price or prices at which the Securities of the Series will
                                            be repurchased by the Company at the option of the Holders thereof and other detailed terms
                                            and provisions of such repurchase obligations;



 


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



 


		(k)	the
                                            forms of the Securities of the Series in bearer or fully registered form (and, if in
                                            fully registered form, whether the Securities will be issuable as Global Securities);



 


		(l)	if
                                            other than the entire principal amount thereof, the portion of the principal amount of the
                                            Securities of the Series that shall be payable upon declaration of acceleration of the
                                            maturity thereof pursuant to Section 6.2;



 


		(m)	the
                                            provisions, if any, relating to any lien, security or encumbrance provided for the Securities
                                            of the Series;



 


		(n)	any
                                            addition to or change in the Events of Default which applies to any Securities of the Series and
                                            any change in the right of the Trustee or the requisite Holders of such Securities to declare
                                            the principal amount thereof due and payable pursuant to Section 6.2;



 






    8


     


    

 


		(o)	any
                                            addition to or change in the covenants set forth in ARTICLE IV or ARTICLE V which
                                            applies to Securities of the Series;






 


		(p)	any
                                            other terms of the Securities of the Series (which may modify or delete any provision
                                            of this Indenture insofar as it applies to such Series); and



 


		(q)	any
                                            depositories, interest rate calculation agents, exchange rate calculation agents or other
                                            agents with respect to Securities of such Series if other than those appointed herein.



 


All Securities of any one
Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if
so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to above, and
the authorized principal amount of any Series may not be increased to provide for issuances of additional Securities of such Series,
unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate.


 


Section 2.3     Execution
and Authentication.


 


Two Officers shall sign the
Securities for the Company by manual or facsimile signature.


 


If an Officer whose signature
is on a Security No longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.


 


A Security shall not be valid
until authenticated by the manual signature of the Trustee or an authenticating agent. Such a signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.


 


The Trustee shall at any
time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental
indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication
and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions
shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board
Resolution, a supplemental indenture hereto or an Officers’ Certificate.


 


The aggregate principal amount
of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set
forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except
as provided in Section 2.8.


 


Prior to the issuance of
Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the
Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or
of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an
Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.


 






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The Trustee shall have the
right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines
that such action may not be taken lawfully; or (b) if the Trustee in good faith shall determine that such action would expose the
Trustee to personal liability to Holders of any then outstanding Series of Securities.





 


The
Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication
by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.


 


Section 2.4     Registrar
and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the Place of Payment specified with
respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or
surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration
of transfer or exchange (the “Registrar”) and where notices and demands (other than service of process) to or upon
the Company in respect of the Securities of such Series and this Indenture may be served (the “Service Agent”).
The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will
give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent
or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall
fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands (other than service of process).


 


The
Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may
from time to time rescind such designations; provided, however, that No such designation or rescission shall in any manner relieve
the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to
Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional
service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional
paying agent; and the term “Service Agent” includes any additional service agent.


 


The
Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another
Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first
issued.


 


Section 2.5     Paying
Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust, for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the
Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee of any default
by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have No further liability for
the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent.


 






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Section 2.6         Securityholder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names
and addresses of Securityholders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest payment date and at such other
times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names
and addresses of Securityholders of each Series of Securities.


 


Section 2.7         Transfer
and Exchange. Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer
or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make
the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall
authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange
(except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable
upon exchanges pursuant to Section 2.11, Section 3.6 or Section 9.6).


 


Neither the Company nor the
Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning
at the opening of business 15 days immediately preceding the mailing of a notice of redemption of Securities of that Series selected
for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities
of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected,
called or being called for redemption in part.


 


Section 2.8        Mutilated,
Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and 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.


 


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 satisfactory indemnity as may be required by them to save each of them and any agent
of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and 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.


 






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


 


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


 


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


 


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


 


Section 2.9         Outstanding
Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance
with the provisions hereof and those described in this Section as not outstanding.


 


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


 


If
the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of
Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities
of the Series cease to be outstanding and interest on them ceases to accrue (to the extent of the Maturity of such Security if less
than the entire principal amount is due and payable on such date of Maturity).


 


A Security does not cease
to be outstanding because the Company or an Affiliate of the Company holds the Security.


 


In determining whether the
Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration
of the Maturity thereof pursuant to Section 6.2.


 


Section 2.10       Treasury
Securities. In determining whether the Holders of the required principal amount of Securities of a Series have concurred in
any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company shall be disregarded,
except that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization,
direction, notice, consent or waiver, only Securities of a Series that the Trustee knows are so owned shall be so disregarded.


 






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Section 2.11       Temporary
Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee
upon request shall authenticate definitive Securities of the same Series and Stated Maturity in exchange for temporary Securities.
Until so exchanged, temporary Securities shall have the same rights under this Indenture as the definitive Securities.


 


Section 2.12       Cancellation.
All Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange
or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and coupons and Securities and coupons surrendered directly to the Trustee for any such purpose shall be promptly
cancelled by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other
Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless
and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities and coupons
held by the Trustee shall be destroyed by the Trustee in accordance with its customary procedures. The Company by Company Order may direct
the Trustee to deliver a certificate of such destruction to the Company.


 


Section 2.13       Defaulted
Interest. If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus,
to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on
a subsequent special record date. The Company shall fix the record date and payment date. At least 10 days before the record date, the
Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date
and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.


 


Section 2.14       Global
Securities.


 


		(a)	Terms
                                            of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’
                                            Certificate shall establish whether the Securities of a Series shall be issued in whole
                                            or in part in the form of one or more Global Securities and the Depository for such Global
                                            Security or Securities.



 






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		(b)	Transfer
                                            and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7
                                            and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7
                                            for Securities registered in the names of Holders other than the Depository for such Security
                                            or its nominee only if (i) such Depository notifies the Company that it is unwilling
                                            or unable to continue as Depository for such Global Security or if at any time such Depository
                                            ceases to be a clearing agency registered under the Exchange Act, and, in either case, the
                                            Company fails to appoint a successor Depository registered as a clearing agency under the
                                            Exchange Act within 90 days of such event, (ii) the Company executes and delivers to
                                            the Trustee an Officers’ Certificate to the effect that such Global Security shall
                                            be so exchangeable or (iii) an Event of Default with respect to the Securities represented
                                            by such Global Security shall have happened and be continuing. Any Global Security that is
                                            exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered
                                            in such names as the Depository shall direct in writing in an aggregate principal amount
                                            equal to the principal amount of the Global Security with like tenor and terms.



 


Except as provided in this Section 2.14(b),
a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee of such
Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such
nominee to a successor Depository or a nominee of such a successor Depository.


 


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



 


“This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository
or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a person other than the
Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole
by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository
or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.”


 


		(d)	Acts
                                            of Holders. The Depository, as a Holder, may appoint agents and otherwise authorize participants
                                            to give or take any request, demand, authorization, direction, notice, consent, waiver or
                                            other action which a Holder is entitled to give or take under the Indenture.



 


		(e)	Payments.
                                            Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated
                                            by Section 2.2, payment of the principal of and interest, if any, on any Global Security
                                            shall be made to the Holder thereof.



 


		(f)	Consents,
                                            Declaration and Directions. Except as provided in Section 2.14(e), the Company,
                                            the Trustee and any Agent shall treat a person as the Holder of such principal amount of
                                            outstanding Securities of such Series represented by a Global Security as shall be specified
                                            in a written statement of the Depository with respect to such Global Security, for purposes
                                            of obtaining any consents, declarations, waivers or directions required to be given by the
                                            Holders pursuant to this Indenture.



 






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Section 2.15       CUSIP
Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee
shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that
No representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of
a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers.


 


ARTICLE III

REDEMPTION


 


Section 3.1         Notice
to Trustee. The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of
Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at
such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or
is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such
Securities, it shall notify the Trustee of the redemption date and the principal amount of Series of Securities to be redeemed.
The Company shall give the notice at least 45 days before the redemption date (or such shorter notice as may be acceptable to the Trustee).


 


Section 3.2         Selection
of Securities to be Redeemed. Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture
or an Officers’ Certificate, if less than all the Securities of any Series issued on the same day with the same terms are
to be redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the redemption date by the
Trustee, from the Outstanding Securities of such Series issued on such date with the same terms not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate, and, in the case of global Securities, in accordance with the procedures
of the depositary; provided that such method complies with the rules of any national securities exchange or quotation system on
which the Securities are listed, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities of that Series or any integral multiple thereof) of the principal amount of Securities of such Series of a denomination
larger than the minimum authorized denomination for Securities of that Series; provided, however, that No such partial redemption
shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities
of such Series.


 


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


 


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


 






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Notwithstanding
the foregoing, if any Security to be redeemed is a Global Security then any partial redemption of that Series of Securities
will be made in accordance with the Depository’s applicable procedures among all Holders of such Series of Securities.


 


Section 3.3         Notice
of Redemption. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of
redemption by first-class mail to each Holder whose Securities are to be redeemed and, if any Bearer Securities are outstanding, publish
on one occasion a notice in an Authorized Newspaper.


 


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


 


		(a)	the
                                            redemption date;



 


		(b)	the
                                            redemption price and accrued interest, if any, to the redemption date payable as provided;



 


		(c)	the
                                            name and address of the Paying Agent;



 


		(d)	that
                                            Securities of the Series called for redemption must be surrendered to the Paying Agent
                                            to collect the redemption price;



 


		(e)	that
                                            interest on Securities of the Series called for redemption ceases to accrue on and after
                                            the redemption date;



 


		(f)	the
                                            CUSIP number, if any;



 


		(g)	any
                                            conditions precedent that must be satisfied prior to the redemption; and



 


		(h)	any
                                            other information as may be required by the terms of the particular Series or the Securities
                                            of a Series being redeemed.



 


At
the Company’s request given at least five Business Days prior to the date such notice is given to Holders, the Trustee shall
give the notice of redemption in the Company’s name and at its expense.


 


Section 3.4         Effect
of Notice of Redemption. Once notice of redemption is mailed or published as provided in Section 3.3, Securities of a Series called
for redemption become due and payable on the redemption date and at the redemption price, subject to, with respect to any redemption
that is conditioned upon the satisfaction of any conditions precedent, (i) the delay of such redemption date until such time as
any or all of such conditions precedent have been satisfied or (ii) the revocation of such redemption if the Company determines
that such conditions precedent will not be satisfied. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption
price plus accrued interest to, but excluding, the redemption date; provided that installments of interest whose Stated Maturity is on
or prior to the redemption date shall be payable to the Holders of such Securities (or one or more predecessor Securities) registered
at the close of business on the relevant record date therefor according to their terms and the terms of this Indenture.


 






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Section 3.5         Deposit
of Redemption Price. On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the
redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.


 


Section 3.6         Securities
Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security
of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.


 


ARTICLE IV

COVENANTS


 


Section 4.1         Payment
of Principal and Interest. The Company covenants and agrees for the benefit of the Holders of each Series of Securities that
it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms
of such Securities and this Indenture.


 


Section 4.2         SEC
Reports. The Company shall deliver to the Trustee within 15 days after it files them with the SEC copies of the annual reports and
of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.
The Company also shall comply with the other provisions of TIA Section 314(a). Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained therein, including the Company’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).


 


Section 4.3         Compliance
Certificate. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers’
Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled
its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his/her
knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default
in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he may have knowledge).


 


The Company will, so long
as any of the Securities are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default, an
Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with
respect thereto.


 






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Section 4.4         Stay,
Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities and the Company
(to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not,
by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though No such law has been enacted.


 


Section 4.5         Corporate
Existence. Subject to ARTICLE V, the Company will do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence and the rights (charter and statutory), licenses and franchises of the Company; provided, however,
that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that
the preservation thereof is No longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and
that the loss thereof is not adverse in any material respect to the Holders.


 


Section 4.6         Taxes.
The Company shall pay prior to delinquency all taxes, assessments and governmental levies, except as contested in good faith and by appropriate
proceedings.


 


ARTICLE V

SUCCESSORS


 


Section 5.1         When
Company May Merge, Etc. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially
all of its properties and assets to, any person (a “successor person”), nor shall the Company permit any other person
to consolidate with or merge into it or convey, transfer or lease all or substantially all of its properties and assets to it, in either
case unless:


 


		(a)	the
                                            Company is the surviving corporation or the successor person (if other than the Company)
                                            is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction
                                            and expressly assumes the Company’s obligations on the Securities and under this Indenture;
                                            and



 


		(b)	immediately
                                            after giving effect to the transaction, and treating any indebtedness that becomes the obligation
                                            of the Company or any of its Subsidiaries as having been incurred at the effective date of
                                            such transaction No Default or Event of Default shall have occurred and be continuing.



 


The Company shall deliver
to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion
of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.


 






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Section 5.2         Successor
Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into
or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has
been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition
(other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.


 


ARTICLE VI

DEFAULTS AND REMEDIES


 


Section 6.1         Events
of Default. “Event of Default”, wherever used herein with respect to Securities of any Series, means any one of
the following events, unless in the establishing Board Resolution, supplemental indenture or Officers’ Certificate, it is provided
that such Series shall not have the benefit of said Event of Default:


 


		(a)	default
                                            in the payment of any interest on any Security of that Series when it becomes due and
                                            payable, and continuance of such default for a period of 30 days (unless the entire amount
                                            of such payment is deposited by the Company with the Trustee or with a Paying Agent prior
                                            to the expiration of such period of 30 days);



 


		(b)	default
                                            in the payment of principal of any Security of that Series at its Maturity;



 


		(c)	default
                                            in the deposit of any sinking fund payment, when and as due in respect of any Security of
                                            that Series;



 


		(d)	default
                                            in the performance or breach of any covenant or warranty of the Company in this Indenture
                                            (other than a covenant or warranty for which the consequences of nonperformance or breach
                                            are addressed elsewhere in this Section 6.1 and other than a covenant or warranty that
                                            has been included in this Indenture solely for the benefit of Series of Securities other
                                            than that Series), which default or breach continues uncured or unwaived in accordance with
                                            the provisions of this Indenture for a period of 90 days after there has been given, by registered
                                            or certified mail, to the Company by the Trustee or to the Company and the Trustee by the
                                            Holders of not less than 25.0% in principal amount of the outstanding Securities of that
                                            Series a written notice specifying such default or breach and requiring it to be remedied
                                            and stating that such notice is a “Notice of Default” hereunder;



 


		(e)	the
                                            Company pursuant to or within the meaning of any Bankruptcy Law:



 


		i.	commences
                                            a voluntary case,



 


		ii.	consents
                                            to the entry of an order for relief against it in an involuntary case,



 


		iii.	consents
                                            to the appointment of a Custodian of it or for all or substantially all of its property,



 


		iv.	makes
                                            a general assignment for the benefit of its creditors, or



 


		v.	generally
                                            is unable to pay its debts as the same become due; or



 






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		(f)	a
                                            court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:



 


		i.	is
                                            for relief against the Company in an involuntary case,



 


		ii.	appoints
                                            a Custodian of the Company or for all or substantially all of its property, or



 


		iii.	orders
                                            the liquidation of the Company, and the order or decree remains unstayed and in effect for
                                            60 days; or



 


		(g)	any
                                            other Event of Default provided with respect to Securities of that Series, which is specified
                                            in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate,
                                            in accordance with Section 2.2(n).



 


The term “Bankruptcy
Law” means title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


Section 6.2         Acceleration
of Maturity; Rescission and Annulment. Except to the extent provided otherwise in the establishing Board Resolution, supplemental
indenture or Officers’ Certificate for such Series, if an Event of Default with respect to Securities of any Series at the
time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(e) or 6.1(f), then in
every such case the Trustee or the Holders of not less than 25.0% in aggregate principal amount of the outstanding Securities of that
Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the
principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities
of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such principal amount (or portion thereof) and accrued and unpaid interest, if any, shall become immediately
due and payable. If an Event of Default specified in Section 6.1(e) or Section 6.1(f) shall occur, the principal
amount (or portion thereof) of and accrued and unpaid interest, if any, on all outstanding Securities shall automatically become and
be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.


 


At any time after such a
declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding
Securities of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences
if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any,
of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided
in Section 6.13.


 


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


 






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Section 6.3         Collection
of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:


 


		(a)	default
                                            is made in the payment of any interest on any Security when such interest becomes due and
                                            payable and such default continues for a period of 30 days,



 


		(b)	default
                                            is made in the payment of principal of any Security at the Maturity thereof, or



 


		(c)	default
                                            is made in the deposit of any sinking fund payment when and as due by the terms of a Security,



 


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


 


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


 


If
an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by 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 6.4         Trustee
may File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property
of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any
demand on the Company for the payment of 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 interest owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders
allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7.


 






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


 


Section 6.5         Trustee
may Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.


 


Section 6.6         Application
of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation
of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


First: To the payment of
all amounts due the Trustee under Section 7.7; and


 


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


 


Third: To the Company.


 


Section 6.7         Limitation
on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


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



 


		(b)	the
                                            Holders of not less than 25.0% 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;



 






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



 


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



 


		(e)	No
                                            direction inconsistent with such written request has been given to the Trustee during such
                                            60-day period by the Holders of a majority in principal amount of the outstanding Securities
                                            of that Series;



 


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


 


Section 6.8         Unconditional
Right of Holders to Receive Principal 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 interest, if any, on such Security
on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date) and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 6.9         Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though No such proceeding had been instituted.


 


Section 6.10       Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in Section 2.8, No right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


Section 6.11       Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 






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Section 6.12       Control
by Holders. The Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such Series; provided that:


 


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



 


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



 


		(c)	subject
                                            to the provisions of Section 6.1, the Trustee shall have the right to decline to follow
                                            any such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee,
                                            determine that the proceeding so directed would involve the Trustee in personal liability.



 


Section 6.13       Waiver
of Past Defaults. The Holders of not less than a majority in principal amount of the outstanding Securities of any Series may
on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series and
its consequences, except a Default (a) in the payment of the principal of or interest on any Security of such Series (provided,
however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration
and its consequences, including any related payment default that resulted from such acceleration) or (b) in respect of a covenant
or provision hereof which cannot be modified or amended without the consent of the Holder of each outstanding Security of such Series affected.
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture; but No such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon.


 


Section 6.14       Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the
principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the
case of redemption, on the redemption date).


 






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ARTICLE VII

TRUSTEE


 


Section 7.1         Duties
of Trustee.


 


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



 


		(b)	Except
                                            during the continuance of an Event of Default:



 


		i.	The
                                            Trustee need perform only those duties that are specifically set forth in this Indenture
                                            and No others, and No implied covenants or obligations shall be read into this Indenture
                                            against the Trustee. The Trustee shall not be liable for any action it takes or omits to
                                            take in good faith that it believes to be authorized or within its rights or powers. The
                                            Trustee is not required to give any bond or surety with respect to the performance of its
                                            duties or the exercise of its powers under this Indenture. The permissive right of the Trustee
                                            to take the actions permitted by this Indenture shall not be construed as an obligation or
                                            duty to do so.



 


		ii.	In
                                            the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth
                                            of the statements and the correctness of the opinions expressed therein, upon Officers’
                                            Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements
                                            of this Indenture; however, in the case of any such Officers’ Certificates or Opinions
                                            of Counsel which by any provisions hereof are specifically required to be furnished to the
                                            Trustee, the Trustee shall examine such Officers’ Certificates and Opinions of Counsel
                                            to determine whether or not they conform to the requirements of this Indenture.



 


		(c)	The
                                            Trustee may not be relieved from liability for its own negligent action, its own negligent
                                            failure to act, its own bad faith or its own willful misconduct, except that:



 


		i.	This
                                            paragraph does not limit the effect of paragraph (b) of this Section.



 


		ii.	The
                                            Trustee shall not be liable for any error of judgment made in good faith by a Responsible
                                            Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent
                                            facts.



 


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



 






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		(d)	Every
                                            provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
                                            (a), (b), (c) and (g) of this Section.



 


		(e)	The
                                            Trustee may refuse to perform any duty or exercise any right or power at the request or direction
                                            of any Holder unless it receives security or indemnity satisfactory to it against any loss,
                                            liability or expense.



 


		(f)	The
                                            Trustee shall not be liable for interest on any money received by it except as the Trustee
                                            may agree in writing with the Company. Money held in trust by the Trustee need not be segregated
                                            from other funds except to the extent required by law.



 


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



 


		(h)	The
                                            Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections,
                                            immunities and standard of care as are set forth in paragraphs (b) and (c) of this
                                            Section with respect to the Trustee.



 


Section 7.2        Rights
of Trustee.


 


		(a)	The
                                            Trustee may rely on and shall be protected in acting or refraining from acting upon any document
                                            believed by it to be genuine and to have been signed or presented by the proper person. The
                                            Trustee need not investigate any fact or matter stated in the document.



 


		(b)	Before
                                            the Trustee acts or refrains from acting, it may require an Officers’ Certificate,
                                            an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or
                                            omits to take in good faith in reliance on such Officers’ Certificate and/or Opinion
                                            of Counsel.



 


		(c)	The
                                            Trustee may act through agents and shall not be responsible for the misconduct or negligence
                                            of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee
                                            and the Trustee shall not be responsible for any act or omission by any Depository.



 


		(d)	The
                                            Trustee shall not be liable for any action it takes or omits to take in good faith which
                                            it believes to be authorized or within its rights or powers, provided that the Trustee’s
                                            conduct does not constitute negligence or willful misconduct.



 


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



 






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		(f)	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 without negligence and in good faith and in reliance
                                            thereon.



 


		(g)	The
                                            Trustee may conclusively rely upon and shall not be bound to make any investigation into
                                            the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
                                            report, notice, request, direction, consent, order, bond, debenture, note, other evidence
                                            of indebtedness or other paper or document, but the Trustee, in its discretion, may make
                                            such further inquiry or investigation into such facts or matters as it may see fit.



 


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



 


		(i)	Delivery
                                            of reports, information and documents (including, without limitation, reports contemplated
                                            in this Section) to the Trustee is for information purposes only, and the Trustee’s
                                            receipts thereof shall not constitute actual or constructive notice of any information contained
                                            therein or determinable from information contained therein, including the Company’s
                                            compliance with covenants under the Indenture, Securities, and guarantees (if any), as to
                                            which the Trustee is entitled to rely exclusively on Officers’ Certificates.



 


		(j)	The
                                            Trustee shall have No responsibility for monitoring the Company’s compliance with any
                                            of its covenants under this Indenture.



 


		(k)	The
                                            Trustee shall not be responsible or liable for punitive, special, indirect, or consequential
                                            loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective
                                            of whether the Trustee has been advised of the likelihood of such loss or damage and regardless
                                            of the form of actions.



 


		(l)	Any
                                            permissive right of the Trustee to take or refrain from taking actions enumerated in this
                                            Indenture shall not be construed as a duty.



 


		(m)	The
                                            Trustee shall not be responsible or liable for any failure or delay in the performance of
                                            its obligations under this Indenture arising out of or caused, directly or indirectly, by
                                            circumstances beyond its reasonable control, including, without limitation, acts of God;
                                            earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics;
                                            riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or
                                            communication services; accidents; labor disputes; and acts of civil or military authorities
                                            and governmental action.



 


		(n)	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 a majority in principal
                                            amount of the outstanding Securities of any Series, relating to the time, method and place
                                            of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
                                            or power conferred upon the Trustee, under this Indenture with respect to the Securities
                                            of such Series.



 






    27


     


    

 


Section 7.3      Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise
deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. The Trustee is also subject to Section 7.10 and Section 7.11.


 


Section 7.4      Trustee’s
Disclaimer. The Trustee makes No representation as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in
the Securities other than its authentication.


 


Section 7.5      Notice
of Defaults. If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it
is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Securityholder of the Securities of that Series and,
if any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or Event of Default
within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default.
Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee
may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of Securityholders
of that Series.


 


Section 7.6      Reports
by Trustee to Holders. Within 60 days after September 15 in each year, the Trustee shall transmit by mail to all Securityholders,
as their names and addresses appear on the register kept by the Registrar and, if any Bearer Securities are outstanding, publish in an
Authorized Newspaper, a brief report dated as of such September 15, in accordance with, and to the extent required under, TIA Section 313.


 


A copy of each report at
the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange, if any, on which the
Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed
on any stock exchange.


 


Section 7.7      Compensation
and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee
shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable expenses incurred by it. Such expenses
shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


 


The
Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability,
claim (including any between the parties to this Indenture), suit or expense, including taxes (other than taxes based upon, measured
by or determined by the income of the Trustee) incurred by it except as set forth in the next paragraph in the performance of its duties
under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.
The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to
officers, directors, employees, shareholders and agents of the Trustee.


 






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The
Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director,
employee, shareholder or agent of the Trustee to the extent of its negligence or willful misconduct.


 


To
secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on
all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Securities
of that Series.


 


When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(e) or 6.1(f) occurs,
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 7.8      Replacement
of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section.


 


The
Trustee may resign with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior
to the date of the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove
the Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect
to Securities of one or more Series if:


 


		(a)	the
                                            Trustee fails to comply with Section 7.10;



 


		(b)	the
                                            Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect
                                            to the Trustee under any Bankruptcy Law;



 


		(c)	a
                                            Custodian or public officer takes charge of the Trustee or its property; or



 


		(d)	the
                                            Trustee becomes incapable of acting.



 


If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint
a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


 






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If
a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of
the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after
that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for
in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee
under this Indenture. A successor Trustee shall mail a notice of its succession to each Securityholder of each such Series and,
if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper. Notwithstanding replacement
of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 shall continue for the benefit
of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement.


 


Section 7.9      Successor
Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate
trust business to, another person, the successor person without any further act shall be the successor Trustee.


 


Section 7.10    Eligibility;
Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA Sections 310(a)(1), 310(a)(2) and
310(a)(5). The Trustee shall always have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published
annual report of condition. The Trustee shall comply with TIA Section 310(b).


 


Section 7.11    Referential
Collection of Claims Against Company. The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed
in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated.


 


ARTICLE VIII

SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.1      Satisfaction
and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided
in this Section 8.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when


 


		(a)	either:



 


		i.	all
                                            Securities theretofore authenticated and delivered (other than Securities that have been
                                            destroyed, lost or stolen and that have been replaced or paid) have been delivered to the
                                            Trustee for cancellation; or



 


		ii.	all
                                            such Securities not theretofore delivered to the Trustee for cancellation



 


		(1)	have
                                            become due and payable, or



 






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



 


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



 


		(4)	are
                                            deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company,
                                            in the case of clauses (1), (2) and (3) above, has irrevocably deposited or caused
                                            to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose
                                            of paying and discharging the entire indebtedness on such Securities not theretofore delivered
                                            to the Trustee for cancellation, for principal and interest to the date of such deposit (in
                                            the case of Securities which have become due and payable on or prior to the date of such
                                            deposit) or to the Stated Maturity or redemption date, as the case may be;



 


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



 


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



 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money shall have been
deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Section 2.4, Section 2.7, Section 2.8,
Section 8.1, Section 8.2 and Section 8.5 shall survive.


 


Section 8.2      Application
of Trust Funds; Indemnification.


 


		(a)	Subject
                                            to the provisions of Section 8.5, all money deposited with the Trustee pursuant to Section 8.1,
                                            all money and U.S. Government Obligations deposited with the Trustee pursuant to Section 8.3
                                            or Section 8.4 and all money received by the Trustee in respect of U.S. Government Obligations
                                            deposited with the Trustee pursuant to Section 8.3 or Section 8.4, shall be held
                                            in trust and applied by it, in accordance with the provisions of the Securities and this
                                            Indenture, to the payment, either directly or through any Paying Agent (other than the Company
                                            acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto,
                                            of the principal and interest for whose payment such money has been deposited with or received
                                            by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated
                                            by Section 8.3 or Section 8.4.



 


		(b)	The
                                            Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed
                                            on or assessed against U.S. Government Obligations deposited pursuant to Section 8.3
                                            or Section 8.4 or the interest and principal received in respect of such obligations
                                            other than any payable by or on behalf of Holders.



 






    31


     


    

 


		(c)	The
                                            Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S.
                                            Government Obligations or money held by it as provided in Section 8.3 or Section 8.4
                                            which, in the opinion of a nationally recognized firm of independent certified public accountants
                                            expressed in a written certification thereof delivered to the Trustee, are then in excess
                                            of the amount thereof which then would have been required to be deposited for the purpose
                                            for which such U.S. Government Obligations or money were deposited or received. This provision
                                            shall not authorize the sale by the Trustee of any U.S. Government Obligations held under
                                            this Indenture.



 


Section 8.3        Legal
Defeasance of Securities of any Series. Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2(p), to
be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the
outstanding Securities of any Series on the 90th day after the date of the deposit referred to in subparagraph (c) hereof,
and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall No longer be in effect (and
the Trustee, at the expense of the Company, shall, at Company Request, execute proper instruments acknowledging the same), except as
to:


 


		(a)	the
                                            rights of Holders of Securities of such Series to receive, from the trust funds described
                                            in subparagraph (c) hereof, (i) payment of the principal of and each installment
                                            of principal of and interest on the outstanding Securities of such Series on the Stated
                                            Maturity of such principal or installment of principal or interest and (ii) the benefit
                                            of any mandatory sinking fund payments applicable to the Securities of such Series on
                                            the day on which such payments are due and payable in accordance with the terms of this Indenture
                                            and the Securities of such Series;



 


		(b)	the
                                            provisions of Section 2.4, Section 2.7, Section 2.8, Section 8.2, Section 8.3
                                            and Section 8.5; and



 


		(c)	the
                                            rights, powers, trust and immunities of the Trustee hereunder; provided that, the following
                                            conditions shall have been satisfied:



 


		i.	the
                                            Company shall have deposited or caused to be irrevocably deposited (except as provided in
                                            Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the
                                            following payments, specifically pledged as security for and dedicated solely to the benefit
                                            of the Holders of such Securities, cash in Dollars and/or U.S. Government Obligations, which
                                            through the payment of interest and principal in respect thereof in accordance with their
                                            terms, will provide (and without reinvestment and assuming No tax liability will be imposed
                                            on such Trustee), not later than one day before the due date of any payment of money, an
                                            amount in cash, sufficient, in the opinion of a regionally recognized firm of independent
                                            public accountants expressed in a written certification thereof delivered to the Trustee,
                                            to pay and discharge each installment of principal of and interest, if any, on and any mandatory
                                            sinking fund payments in respect of all the Securities of such Series on the dates such
                                            installments of interest or principal and such sinking fund payments are due;



 






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		ii.	such
                                            deposit will 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;



 


		iii.	No
                                            Default or Event of Default with respect to the Securities of such Series shall have
                                            occurred and be continuing on the date of such deposit or during the period ending on the
                                            90th day after such date;



 


		iv.	the
                                            Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion
                                            of Counsel to the effect that (A) the Company has received from, or there has been published
                                            by, the Internal Revenue Service a ruling, or (B) since the date of execution of this
                                            Indenture, there has been a change in the applicable Federal income tax law, in either case
                                            to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders
                                            of the Securities of such Series will not recognize income, gain or loss for Federal
                                            income tax purposes as a result of such deposit, defeasance and discharge and will be subject
                                            to Federal income tax on the same amounts and in the same manner and at the same times as
                                            would have been the case if such deposit, defeasance and discharge had not occurred;



 


		v.	the
                                            Company shall have delivered to the Trustee an Officers’ Certificate stating that the
                                            deposit was not made by the Company with the intent of preferring the Holders of the Securities
                                            of such Series over any other creditors of the Company or with the intent of defeating,
                                            hindering, delaying or defrauding any other creditors of the Company; and



 


		vi.	the
                                            Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion
                                            of Counsel, each stating that all conditions precedent provided for relating to the defeasance
                                            contemplated by this Section have been complied with.



 


Section 8.4      Covenant
Defeasance. Unless this Section 8.4 is otherwise specified pursuant to Section 2.2(p) to be inapplicable to Securities
of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit
to comply with respect to the Securities of any Series with any term, provision or condition set forth under Section 4.2, Section 4.3,
Section 4.4, Section 4.6, and Section 5.1 as well as any additional covenants specified in a supplemental indenture for
such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.2(p) (and
the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under
Section 6.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board
Resolution or an Officers’ Certificate delivered pursuant to Section 2.2(n) and designated as an Event of Default shall
not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series; provided that the following conditions
shall have been satisfied:


 


		(a)	With
                                            reference to this Section 8.4, the Company has deposited or caused to be irrevocably
                                            deposited (except as provided in Section 8.2(c)) with the Trustee as trust funds in
                                            trust for the purpose of making the following payments specifically pledged as security for,
                                            and dedicated solely to, the benefit of the Holders of such Securities, cash in Dollars and/or
                                            U.S. Government Obligations, which through the payment of interest and principal in respect
                                            thereof in accordance with their terms, will provide (and without reinvestment and assuming
                                            No tax liability will be imposed on such Trustee), not later than one day before the due
                                            date of any payment of money, an amount in cash, sufficient, in the opinion of a regionally
                                            recognized firm of independent certified public accountants expressed in a written certification
                                            thereof delivered to the Trustee, to pay and discharge each installment of principal of and
                                            interest, if any, on and any mandatory sinking fund payments in respect of the Securities
                                            of such Series on the dates such installments of interest or principal and such sinking
                                            fund payments are due;



 






    33


     


    

 


		(b)	Such
                                            deposit will 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;



 


		(c)	No
                                            Default or Event of Default with respect to the Securities of such Series shall have
                                            occurred and be continuing on the date of such deposit or during the period ending on the
                                            90th day after such date;



 


		(d)	The
                                            Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders
                                            of the Securities of such Series will not recognize income, gain or loss for federal
                                            income tax purposes as a result of such deposit and covenant defeasance and will be subject
                                            to federal income tax on the same amounts, in the same manner and at the same times as would
                                            have been the case if such deposit and covenant defeasance had not occurred; and



 


		(e)	The
                                            Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion
                                            of Counsel, each stating that all conditions precedent herein provided for relating to the
                                            covenant defeasance contemplated by this Section have been complied with.



 


Section 8.5      Repayment
to Company. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal
and interest that remains unclaimed for six months. After that, Securityholders entitled to the money must look to the Company for payment
as general creditors unless an applicable abandoned property law designates another person.


 


ARTICLE IX

AMENDMENTS AND WAIVERS


 


Section 9.1      Without
Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without
the consent of any Securityholder by indentures supplemental hereto:


 


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



 






    34


     


    

 


		(b)	to
                                            comply with ARTICLE V;



 


		(c)	to
                                            evidence the succession of another corporation to the Company, or successive successions,
                                            pursuant to ARTICLE XI, and the assumption by the successor corporation of the covenants,
                                            agreements and obligations of the Company herein and in the Securities;



 


		(d)	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;



 


		(e)	to
                                            add to or change any of the provisions of this Indenture to provide that Bearer Securities
                                            may be registrable as to principal, to change or eliminate any restrictions on the payment
                                            of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities
                                            to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued
                                            in exchange for Bearer Securities of other authorized denominations or to permit or facilitate
                                            the issuance of Securities in uncertificated form; provided that any such action shall not
                                            adversely affect the interests of the holders of Securities of any Series or any related
                                            coupons in any material respect;



 


		(f)	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 TIA, or under any similar federal
                                            statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly
                                            permitted by the TIA, excluding however, the provisions referred to in Section 316(a)(2) of
                                            the TIA or any corresponding provision in any similar federal statute hereafter enacted;



 


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



 


		(h)	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;



 


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



 






    35


     


    

 


		(j)	to
                                            make any change that does not adversely affect the rights of any Securityholder;



 


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



 


		(l)	to
                                            evidence and provide for the acceptance of appointment hereunder by a successor Trustee with
                                            respect to the Securities of one or more Series and to add to or change any of the provisions
                                            of this Indenture as shall be necessary to provide for or facilitate the administration of
                                            the trusts hereunder by more than one Trustee; or



 


		(m)	to
                                            comply with requirements of the SEC in order to effect or maintain the qualification of this
                                            Indenture under the TIA.



 


Section 9.2      With
Consent of Holders. The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of
at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including
consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of
at least a majority in principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents
obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with
any provision of this Indenture or the Securities with respect to such Series.


 


It shall not be necessary
for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental
indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver
under this Section becomes effective, the Company shall mail to the Holders of Securities affected thereby and, if any Bearer Securities
affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture
or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture or waiver.


 


Section 9.3      Limitations.
Without the consent of each Securityholder affected, an amendment or waiver may not:


 


		(a)	reduce
                                            the amount of Securities whose Holders must consent to an amendment, supplement or waiver;



 


		(b)	reduce
                                            the rate of or extend the time for payment of interest (including default interest) on any
                                            Security;



 


		(c)	reduce
                                            the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone
                                            the date fixed for, the payment of any sinking fund or analogous obligation;



 


		(d)	reduce
                                            the principal amount of Discount Securities payable upon acceleration of the maturity thereof;



 






    36


     


    

 


		(e)	waive
                                            a Default or Event of Default in the payment of the principal of or interest, if any, on
                                            any Security (except a rescission of acceleration of the Securities of any Series by
                                            the Holders of at least a majority in principal amount of the outstanding Securities of such
                                            Series and a waiver of the payment default that resulted from such acceleration);



 


		(f)	make
                                            the principal of or interest, if any, on any Security payable in any currency other than
                                            that stated in the Security;



 


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



 


		(h)	waive
                                            a redemption payment with respect to any Security.



 


Section 9.4      Compliance
with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a
supplemental indenture hereto that complies with the TIA as then in effect.


 


Section 9.5      Revocation
and Effect of Consents. Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it
by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice
of revocation before the date of the supplemental indenture or the date the waiver becomes effective.


 


Any amendment or waiver once
effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type described
in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security
who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security.


 


Section 9.6      Notation
on or Exchange of Securities. The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter
authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate upon request new
Securities of that Series that reflect the amendment or waiver.


 


Section 9.7      Trustee
Protected. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1)
shall be fully protected in relying upon, an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent
have been satisfied, the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental
indenture is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The
Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely affects
it.


 






    37


     


    

 


ARTICLE X

MISCELLANEOUS


 


Section 10.1    Trust
Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required
or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control.


 


Section 10.2    Notices.
Any notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if
in writing and delivered in person or mailed by first-class mail:


 


if to the Company:


 


[_________________]

[_________________]

[_________________]


 


if to the Trustee:


 


[_________________]

[_________________]

[_________________]


 


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


 


Any notice or communication
to a Securityholder shall be mailed by first-class mail to his address shown on the register kept by the Registrar and, if any Bearer
Securities are outstanding, published in an Authorized Newspaper. Failure to mail a notice or communication to a Securityholder of any
Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of that or any other Series.


 


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


 


If the Company mails a notice
or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. Notwithstanding any other provision
of the Indenture or any Security, where the Indenture or any Security provides for notice of any event or any other communication (including
any notice of redemption or repurchase) to a Securityholder of a Security (whether by mail or otherwise), such notice shall be sufficiently
given if given to Depository (or its designee) pursuant to the applicable procedures from Depository or its designee, including by electronic
mail in accordance with accepted practices at Depository.


 


Section 10.3    Communication
by Holders with Other Holders. Securityholders of any Series may communicate pursuant to TIA Section 312(b) with other
Securityholders of that Series or any other Series with respect to their rights under this Indenture or the Securities of that
Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).


 






    38


     


    

 


Section 10.4    Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:


 


		(a)	an
                                            Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent,
                                            if any, provided for in this Indenture relating to the proposed action have been complied
                                            with; and



 


		(b)	an
                                            Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent
                                            have been complied with.



 


Section 10.5    Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:


 


		(a)	a
                                            statement that the person making such certificate or opinion has read such covenant or condition;



 


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



 


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



 


		(d)	a
                                            statement as to whether or not, in the opinion of such person, such condition or covenant
                                            has been complied with.



 


Section 10.6    Rules by
Trustee and Agents. The Trustee may make reasonable rules for action by, or a meeting of, Securityholders of one or more Series.
Any Agent may make reasonable rules and set reasonable requirements for its functions.


 


Section 10.7    Legal
Holidays. Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular
Series, a “Legal Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and No interest shall accrue for the
intervening period.


 


Section 10.8    No
Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations
or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.


 


Section 10.9    Counterparts.
This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange
of copies of this Indenture and of signature pages by facsimile or electronic format (e.g., “.pdf” or “.tif”)
transmission shall 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”) shall be deemed to be their original signatures for all purposes.


 






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Section 10.10  Governing
Laws. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW).


 


Section 10.11  No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 10.12  Successors.
All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture
shall bind its successor.


 


Section 10.13  Severability.
In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 10.14  Table
of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in No way modify or restrict
any of the terms or provisions hereof.


 


ARTICLE XI

SINKING FUNDS


 


Section 11.1    Applicability
of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a
Series, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture.


 


The minimum amount of any
sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking
fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as an
 “optional sinking fund payment.” If provided for by the terms of Securities of any Series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the
redemption of Securities of any Series as provided for by the terms of the Securities of such Series.


 






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Section 11.2    Satisfaction
of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of any Series to be made pursuant to the terms of such Securities (a) deliver outstanding Securities of such
Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking
fund redemption) and (b) apply as credit Securities of such Series to which such sinking fund payment is applicable and which
have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities
(except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional
redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities
shall be received by the Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to
the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the
Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to
this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash
payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of
a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment; provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt
of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery
by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the
cash payment required to be released to the Company.


 


Section 11.3     Redemption
of Securities for Sinking Fund. Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture
or Officers’ Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date for any
Series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing
mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that
Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking
fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise
indicated in the Board Resolution, Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities)
before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.3. Such notice having been duly given, the redemption of such Securities shall
be made upon the terms and in the manner stated in Section 3.4, Section 3.5 and Section 3.6.


 


ARTICLE XII

SUBORDINATION OF SECURITIES


 


Section 12.1    Agreement
of Subordination. The Company covenants and agrees, and each Holder of Securities issued hereunder by accepting a Security likewise
covenants and agrees, that all Securities shall be issued subject to the provisions of this ARTICLE XII; and each Person holding
any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions.


 






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The payment of the principal
of and interest on all Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption
in accordance with ARTICLE III as provided in the Indenture) issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding
at the date of this Indenture or thereafter incurred.


 


No
provision of this ARTICLE XII shall prevent the occurrence of any Default or Event of Default hereunder.


 


Section 12.2    Payments
to Holders. Except as otherwise provided in a supplemental indenture, No payment shall be made with respect to the principal of or
interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption
in accordance with ARTICLE III as provided in the Indenture), except payments and distributions made by the Trustee as permitted
by the first or second paragraph of Section 12.5, if:


 


		(a)	a
                                            default in the payment of principal, premium, interest, rent or other obligations due on
                                            any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness
                                            for which there is a period of grace, in the event of such a default that continues beyond
                                            the period of grace, if any, specified in the instrument or lease evidencing such Senior
                                            Indebtedness), unless and until such default shall have been cured or waived or shall have
                                            ceased to exist; or



 


		(b)	a
                                            default, other than a payment default, on a Designated Senior Indebtedness occurs and is
                                            continuing that then permits holders of such Designated Senior Indebtedness to accelerate
                                            its maturity and the Trustee receives a notice of the default (a “Payment Blockage
                                            Notice”) from a Representative or the Company.



 


If the Trustee receives any
Payment Blockage Notice pursuant to clause (b) above, No subsequent Payment Blockage Notice shall be effective for purposes of this
Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior
Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have
come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.


 


The
Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of:


 


		(1)	the
                                            date upon which the default is cured or waived or ceases to exist, or



 


		(2)	in
                                            the case of a default referred to in clause (b) above, 179 days pass after notice is
                                            received if the maturity of such Designated Senior Indebtedness has not been accelerated,
                                            unless this ARTICLE XII otherwise prohibits the payment or distribution at the time
                                            of such payment or distribution.



 






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Upon any payment by the Company,
or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution
or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership
or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other
payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest
on the Securities (except payments made pursuant to ARTICLE VI from monies deposited with the Trustee pursuant thereto prior to
commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up
or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company,
or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the
Securities or the Trustee would be entitled, except for the provision of this ARTICLE XII, shall (except as aforesaid) be paid by
the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise
required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent
necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after
giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution
or provision therefor is made to the Holders of the Securities or to the Trustee.


 


For
purposes of this ARTICLE XII, the words, “cash, property or securities” shall not be deemed to include shares
of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization
or readjustment, the payment of which is subordinated at least to the extent provided in this ARTICLE XII with respect to the Securities
to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed
by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness
(other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders,
altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person
or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially
as an entirety, to another person upon the terms and conditions provided for in ARTICLE V shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in ARTICLE V.


 


In
the event of the acceleration of the Securities because of an Event of Default, No payment or distribution shall be made to the Trustee
or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption
price with respect to the Securities called for redemption in accordance with ARTICLE III as provided in the Indenture),
except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior
Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is
rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the
Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2,
unless there are No payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated
or expired.


 






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In
the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing,
shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in
cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been
issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders
of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness.


 


Nothing
in this Section 12.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2
shall be subject to the further provisions of Section 12.5.


 


Section 12.3    Subrogation
of Securities. Subject to the payment in full of all Senior Indebtedness, the rights of the Holders of the Securities shall be subrogated
to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this ARTICLE XII
(equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness
of the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to
the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until the principal and interest on the Securities shall be paid in full; and, for the purposes
of such subrogation, No payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the provisions of this ARTICLE XII, and No payment over
pursuant to the provisions of this ARTICLE XII, to or for the benefit of the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities,
be deemed to be a payment by the Company to or on account of the Senior Indebtedness; and No payments or distributions of cash, property
or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation provisions of this ARTICLE XII,
which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the
account of the Securities. It is understood that the provisions of this ARTICLE XII are and are intended solely for the purposes
of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness, on the
other hand.


 






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Nothing
contained in this ARTICLE XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among
the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything
herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this ARTICLE XII of the holders of Senior Indebtedness in
respect of cash, property or securities of the Company received upon the exercise of any such remedy.


 


Upon
any payment or distribution of assets of the Company referred to in this ARTICLE XII, the Trustee, subject to the provisions
of Section 7.1, and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent
jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate
of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to
the Trustee or to the Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in such distribution,
the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon and all other facts
pertinent thereto or to this ARTICLE XII.


 


Section 12.4    Authorization
to Effect Subordination. Each Holder of a Security by the holder’s acceptance thereof authorizes and directs the Trustee on
the holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this
ARTICLE XII and appoints the Trustee to act as the holder’s attorney-in-fact for any and all such purposes. If the Trustee
does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.3 hereof
at least 30 days before the expiration of the time to file such claim, the holders of any Senior Indebtedness or their representatives
are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Securities.


 


Section 12.5    Notice
to Trustee. The Company shall give prompt written notice in the form of an Officers’ Certificate to a Responsible Officer of
the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by
the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this ARTICLE XII. Notwithstanding the
provisions of this ARTICLE XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant
to the provisions of this ARTICLE XII, unless and until a Responsible Officer of the Trustee shall have received written notice
thereof at the Corporate Trust Office from the Company (in the form of an Officers’ Certificate) or a Representative or a holder
or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject
to the provisions of Section 7.1, shall be entitled in all respects to assume that No such facts exist; provided that if on a date
not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose
(including, without limitation, the payment of the principal of, or premium, if any, or interest on any Security) the Trustee shall not
have received, with respect to such monies, the notice provided for in this Section 12.5, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose
for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior
date.


 






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Notwithstanding anything
in this ARTICLE XII to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it
pursuant to Section 8.1, and any such payment shall not be subject to the provisions of Section 12.1 or Section 12.2.


 


The Trustee, subject to the
provisions of Section 7.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing
himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by
a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee
determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness
to participate in any payment or distribution pursuant to this ARTICLE XII, the Trustee may request such person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person
is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this ARTICLE XII,
and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right
of such person to receive such payment.


 


Section 12.6    Trustee’s
Relation to Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this ARTICLE XII
in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing
in Section 7.11 or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this ARTICLE XII
shall apply to the Company’s obligations to the Trustee under Section 7.7.


 


With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this ARTICLE XII, and No implied covenants or obligations with respect to the holders of
Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness and, subject to the provisions of Section 7.1, the Trustee shall not be liable to any holder
of Senior Indebtedness if it shall pay over or deliver to Holders of Securities, the Company or any other person money or assets to which
any holder of Senior Indebtedness shall be entitled by virtue of this ARTICLE XII or otherwise.


 


Section 12.7     No
Impairment of Subordination. No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.


 






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Section 12.8    Article Applicable
to Paying Agents. If at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting
hereunder, the term “Trustee” as used in this Article shall (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided, however, that the first paragraph of Section 12.5
shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


Section 12.9    Senior
Indebtedness Entitled to Rely. The holders of Senior Indebtedness (including, without limitation, Designated Senior Indebtedness)
shall have the right to rely upon this ARTICLE XII, and No amendment or modification of the provisions contained herein shall diminish
the rights of such holders unless such holders shall have agreed in writing thereto.


 


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


 


	 	STOCK YARDS BANCORP, INC.
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	 	[___________________], as Trustee
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


End of Document


 






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