Exhibit
4.14







 


SOUTHERN
NATIONAL BANCORP OF VIRGINIA, INC.


 


SENIOR
DEBT INDENTURE


 


DATED
AS OF          , 20


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION, AS TRUSTEE


 




     


     


    

TABLE
OF CONTENTS


Page
Number


 




	Article
    I DEFINITIONS AND INCORPORATION BY REFERENCE	1
	Section
    1.1         Definitions.	1
	Section
    1.2         Other Definitions.	4
	Section
    1.3         Incorporation by Reference of Trust Indenture Act	4
	Section
    1.4         Rules of Construction	5
	Article
    II THE SECURITIES	5
	Section
    2.1         Issuable in Series	5
	Section
    2.2         Establishment of Terms of Series of Securities	5
	Section
    2.3         Execution and Authentication.	7
	Section
    2.4         Registrar and Paying Agent	8
	Section
    2.5         Paying Agent to Hold Money in Trust	8
	Section
    2.6         Securityholder Lists	9
	Section
    2.7         Transfer and Exchange	9
	Section
    2.8         Mutilated, Destroyed, Lost and Stolen Securities	9
	Section
    2.9         Outstanding Securities	10
	Section
    2.10       Treasury Securities	10
	Section
    2.11       Temporary Securities	10
	Section
    2.12       Cancellation	10
	Section
    2.13       Defaulted Interest	11
	Section
    2.14       Global Securities.	11
	Section
    2.15       CUSIP Numbers	12
	Article
    III REDEMPTION	12
	Section
    3.1           Notice to Trustee	12
	Section
    3.2           Selection of Securities to be Redeemed	12
	Section
    3.3           Notice of Redemption	13
	Section
    3.4           Effect of Notice of Redemption	13
	Section
    3.5           Deposit of Redemption Price	14
	Section
    3.6           Securities Redeemed in Part	14
	Article
    IV COVENANTS	14
	Section
    4.1           Payment of Principal and Interest	14
	Section
    4.2           SEC Reports	14
	Section
    4.3           Compliance Certificate	14
	Section
    4.4           Stay, Extension and Usury Laws	15
	Section
    4.5           Corporate Existence	15
	Section
    4.6           Taxes	15
	Article
    V SUCCESSORS	15
	Section
    5.1           When Company May Merge, Etc	15
	Section
    5.2           Successor Corporation Substituted	15
	Article
    VI  DEFAULTS AND REMEDIES	16
	Section
    6.1           Events of Default.	16
	Section
    6.2           Acceleration of Maturity; Rescission and Annulment	17
	Section
    6.3           Collection of Indebtedness and Suits for Enforcement by Trustee	17



 






     i


     


    

 


	Section
    6.4           Trustee may File Proofs of Claim	18
	Section
    6.5           Trustee may Enforce Claims Without Possession of Securities	18
	Section
    6.6           Application of Money Collected	18
	Section
    6.7           Limitation on Suits	19
	Section
    6.8           Unconditional Right of Holders to Receive Principal and Interest	19
	Section
    6.9           Restoration of Rights and Remedies	19
	Section
    6.10         Rights and Remedies Cumulative	20
	Section
    6.11         Delay or Omission Not Waiver	20
	Section
    6.12         Control by Holders	20
	Section
    6.13         Waiver of Past Defaults	20
	Section
    6.14         Undertaking for Costs	20
	Article
    VII TRUSTEE	21
	Section
    7.1           Duties of Trustee.	21
	Section
    7.2           Rights of Trustee.	22
	Section
    7.3           Individual Rights of Trustee	24
	Section
    7.4           Trustee’s Disclaimer	24
	Section
    7.5           Notice of Defaults	24
	Section
    7.6           Reports by Trustee to Holders	24
	Section
    7.7           Compensation and Indemnity	24
	Section
    7.8           Replacement of Trustee	25
	Section
    7.9           Successor Trustee by Merger, Etc	26
	Section
    7.10         Eligibility; Disqualification	26
	Section
    7.11         Referential Collection of Claims Against Company	26
	Article
    VIII  SATISFACTION AND DISCHARGE; DEFEASANCE	26
	Section
    8.1           Satisfaction and Discharge of Indenture	26
	Section
    8.2           Application of Trust Funds; Indemnification.	27
	Section
    8.3           Legal Defeasance of Securities of any Series	28
	Section
    8.4           Covenant Defeasance	29
	Section
    8.5           Repayment to Company	30
	Article
    IX  AMENDMENTS AND WAIVERS	30
	Section
    9.1           Without Consent of Holders	30
	Section
    9.2           With Consent of Holders	31
	Section
    9.3           Limitations	31
	Section
    9.4           Compliance with Trust Indenture Act	32
	Section
    9.5           Revocation and Effect of Consents	32
	Section
    9.6           Notation on or Exchange of Securities	32
	Section
    9.7           Trustee Protected	32
	Article
    X MISCELLANEOUS	33
	Section
    10.1         Trust Indenture Act Controls	33
	Section
    10.2         Notices	33
	Section
    10.3         Communication by Holders with Other Holders	33
	Section
    10.4         Certificate and Opinion as to Conditions Precedent	34
	Section
    10.5         Statements Required in Certificate or Opinion	34
	Section
    10.6         Rules by Trustee and Agents	34
	Section
    10.7         Legal Holidays	34
	Section
    10.8         No Recourse Against Others	34
	Section
    10.9         Counterparts	34



 






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	Section
    10.10       Governing Laws	35
	Section
    10.11       No Adverse Interpretation of Other Agreements	35
	Section
    10.12       Successors	35
	Section
    10.13       Severability	35
	Section
    10.14       Table of Contents, Headings, Etc	35
	Article
    XI SINKING FUNDS	35
	Section
    11.1       Applicability of Article	35
	Section
    11.2       Satisfaction of Sinking Fund Payments with Securities	36
	Section
    11.3       Redemption of Securities for Sinking Fund	36
	 	 




     iii


     


    

 


 


CROSS
REFERENCE TABLE


 





	Trust Indenture	 	Indenture
	Act Section	 	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 this Indenture.


 












     iv


     


    

 


This
Senior Debt Indenture, dated as of    , 20    is made by and between SOUTHERN
NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (the “Company”), and WILMINGTON TRUST,
NATIONAL ASSOCIATION, a national banking association, 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.


 


“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, any Place of Payment, or the city in which the Corporate Trust Office is located, 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 1100 North Market Street, Wilmington, DE 19890, Attention:
Southern National Bancorp of Virginia, 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.


 


“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.


 


“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.


 


“Indenture”
means this Senior Debt 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.


 






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“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 or outside counsel designated by the Corporation, rendered, if applicable, in accordance
with Section 314(c) of the Trust Indenture Act.


 


“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.


 


“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.


 


“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.


 


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


 






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“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.


 


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
	“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.


 






    - 4 - 


     


    

 


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;



 


		(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 this Indenture.


 


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 Sections 2.2(b) through 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, 2.8, 2.11, 3.6 or 9.6);



 


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



 






    - 5 - 


     


    

 


		(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 of $1,000 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 fully registered form (and 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;



 


		(o)	any
                                         addition to or change in the covenants set forth in Article IV or 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



 






    - 6 - 


     


    

 


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


 


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.


 






    - 7 - 


     


    

 


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.


 


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 any 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 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 in writing 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 such 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; provided that no such list need be furnished by the Company to the Trustee so long as the Trustee is acting as Registrar.
The Trustee may destroy any list furnished to it as provided in Section 2.6 upon receipt of a new list so furnished.


 


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, 3.6 or 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, (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, or (c) to register the transfer of or exchange
Securities of any Series between a record date and the relevant payment date.


 


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 written 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 written 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.


 


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.


 






    - 9 - 


     


    

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 a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.


 


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 written 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.


 






    - 10 - 


     


    

 


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.



 


		(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:



 






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“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 this 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.



 


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 in writing 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 Depository; provided that such method complies with the rules of any national securities exchange or quotation system
on which the Securities are listed (and the Company shall notify the Trustee of any such listing), 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.


 






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The
Trustee shall promptly notify the Company and the 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.


 


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.


 


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 written 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 conclusively 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.


 


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.


 






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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



 


		(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



 






    - 16 - 


     


    

 


		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 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.


 


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.


 






    - 17 - 


     


    

 


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.


 


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:


 






    - 18 - 


     


    

 


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;



 


		(c)	such
                                         Holder or Holders have offered to the Trustee indemnity or security 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
                                         or security 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.


 






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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.


 


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)	the
                                         Trustee shall have the right to decline to follow any such direction if the Trustee,
                                         being advised by counsel, determines that such direction shall 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)	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 or expense for which it is
                                         not adequately indemnified, or is unduly prejudicial to the rights of any other Holder
                                         (it being understood that the Trustee does not have an affirmative duty to ascertain
                                         whether or not such actions or forbearances are unduly prejudicial to such Holders).



 


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)	The
                                         Trustee, prior to the occurrence of an Event of Default with respect to the Securities
                                         and after the curing or waiving of all Events of Default which may have occurred, undertakes
                                         to perform such duties and only such duties as are specifically set forth in this Indenture.
                                         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.	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 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.



 






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		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.



 


		(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 or Holders pursuant to this Indenture, unless such Holder
                                         or Holders shall have offered and, if requested, provided to the Trustee security or
                                         indemnity satisfactory to the Trustee in its sole and absolute discretion against any
                                         costs, losses, liabilities and expenses which might be incurred by it in compliance with
                                         such request or direction.



 


		(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
                                         resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
                                         consent, order, judgment, bond, debenture, note, coupon, other evidence of indebtedness
                                         or other paper or document believed by it to be genuine and to have been signed or presented
                                         by the proper person, not only as to due execution, validity and effectiveness, but also
                                         as to the truth and accuracy of any information contained therein. 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.



 






    - 22 - 


     


    

 


		(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.



 


		(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 this 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, incidental
                                         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; fires; floods; terrorism; wars; civil or military disturbances; sabotage;
                                         epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware
                                         or software) or communication services; accidents; labor disputes; acts of civil or military
                                         authorities and governmental actions; or the unavailability of the Federal Reserve Bank
                                         wire or telex or other wire or communication facility.



 






    - 23 - 


     


    

 


		(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.



 


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 Sections 7.10 and 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. In accepting the trust hereby created, the Trustee acts solely as Trustee under this Indenture
and not in its individual capacity and all persons, including without limitation the Holders of Securities and the Company having
any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder
for payment except as otherwise provided herein.


 


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 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 April 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, a brief report dated as of such April 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 hereunder 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 out-of-pocket expenses,
disbursements and advances incurred by it in connection with the performance of its duties under this Indenture. Such expenses
shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


 






    - 24 - 


     


    

 


The
Company shall indemnify each of the Trustee and any predecessor Trustee for and hold it harmless, (including the cost of defending
itself) against any and all loss, liability, claim, suit or expense (including attorneys’ fees and expenses, and including
other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and
expenses of defending itself against any third-party claim (whether asserted by any Holder or any other person), without negligence
or willful misconduct, as finally determined by a court of competent jurisdiction, arising out of or in connection with its acceptance
or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder
and including the enforcement of this Agreement (including, without limitation, this Section 7.7). With respect to any such claim
other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek
indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and
the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii)
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.


 


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.


 






    - 25 - 


     


    

 


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


 


Section
7.10        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



 






    - 26 - 


     


    

 


(1)               
have become due and payable, or


 


(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 Sections 2.4, 2.7, 2.8, 8.1,
8.2 and 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 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 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 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 8.4 or the interest and principal received in respect of such obligations other
                                         than any payable by or on behalf of Holders.



 


		(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 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.



 






    - 27 - 


     


    

 


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 Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 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;



 


		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;



 






    - 28 - 


     


    

 


		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 Sections 4.2, 4.3, 4.4, 4.6, and 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;



 


		(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;



 






    - 29 - 


     


    

 


		(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;



 


		(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)	[reserved];



 


		(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);



 






    - 30 - 


     


    

 


		(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;



 


		(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 written 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 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;



 






    - 31 - 


     


    

 


		(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;



 


		(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, 6.13, or 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.


 






    - 32 - 


     


    

 


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:


 


Southern
National Bancorp of Virginia, Inc.


6830
Old Dominion Drive


McLean,
Virginia 22101


Attention:
Jeffrey L. Karafa, Executive Vice President and Chief Financial Officer


Telephone:
(703) 893-7400


 





if
to the Trustee:


 


Wilmington
Trust, National Association


Rodney
Square North


1100
North Market Street


Wilmington,
Delaware 19890


Attention:
Southern National Bancorp of Virginia, Inc. Administrator


Telephone:
(302) 636-6398


 


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. 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 this Indenture or any Security, where this 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).


 






    - 33 - 


     


    

 


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 this 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.


 






    - 34 - 


     


    

 


Section
10.10         Governing Laws; Waiver of Jury Trial; Jurisdiction. THIS INDENTURE
AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AMONG THE PARTIES HERETO
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 


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


 


Section
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 Sections 3.4, 3.5 and 3.6.


 


[Signature
page follows]


 


 


 




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


 





	 	SOUTHERN NATIONAL BANCORP OF
    VIRGINIA, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
    as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: