Exhibit 4.6


 


ESSENTIAL
UTILITIES, INC.,


Issuer


and


[NAME
OF TRUSTEE]


Trustee


Dated
as of


Subordinated
Securities




    	 



    	 



    


TABLE
OF CONTENTS


 


Page





	 	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 1.01	Definitions.	1
	Section 1.02	Compliance Certificates and Opinions.	6
	Section 1.03	Form of Documents Delivered to Trustee.	7
	Section 1.04	Acts of Holders; Record Dates.	7
	Section 1.05	Notices, Etc., to Trustee and Company.	8
	Section 1.06	Notice to Holders; Waiver.	9
	Section 1.07	Conflict with Trust Indenture Act.	9
	Section 1.08	Effect of Headings and Table of Contents.	9
	Section 1.09	Successors and Assigns.	10
	Section 1.10	Separability Clause.	10
	Section 1.11	Benefits of Indenture.	10
	Section 1.12	Governing Law.	10
	Section 1.13	Legal Holidays.	10
	 	 	 
	ARTICLE II SECURITY FORMS	10
	Section 2.01	Forms Generally.	10
	Section 2.02	Form of Face of Security.	10
	Section 2.03	Form of Reverse of Security.	12
	Section 2.04	Form of Legend for Global Securities.	16
	Section 2.05	Form of Trustee’s Certificate of Authentication.	16
	 	 	 
	ARTICLE III THE SECURITIES	16
	Section 3.01	Amount Unlimited; Issuable in Series.	16
	Section 3.02	Denominations.	18
	Section 3.03	Execution, Authentication, Delivery and Dating.	18
	Section 3.04	Temporary Securities.	19
	Section 3.05	Registration, Registration of Transfer and Exchange.	20
	Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities.	21
	Section 3.07	Payment of Interest; Interest Rights Preserved.	21
	Section 3.08	Section 3.08 Persons Deemed Owners.	22
	Section 3.09	Cancellation.	22
	Section 3.10	Computation of Interest.	23
	Section 3.11	CUSIP Numbers.	23
	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE	23
	Section 4.01	Satisfaction and Discharge of Indenture.	23
	Section 4.02	Application of Trust Money.	24
	 	 	 
	ARTICLE V REMEDIES	24
	Section 5.01	Events of Default.	24
	Section 5.02	Acceleration of Maturity; Rescission and Annulment.	25
	Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee.	25
	Section 5.04	Trustee May File Proofs of Claim.	26
	Section 5.05	Trustee May Enforce Claims Without Possession of Securities.	26
	Section 5.06	Application of Money Collected.	26
	Section 5.07	Limitation on Suits.	26
	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.	27
	Section 5.09	Restoration of Rights and Remedies.	27
	Section 5.10	Rights and Remedies Cumulative.	27
	Section 5.11	Delay or Omission Not Waiver.	27
	Section 5.12	Control by Holders.	28
	Section 5.13	Waiver of Past Defaults.	28
	Section 5.14	Undertaking for Costs.	28
	Section 5.15	Waiver of Usury, Stay or Extension Laws.	28







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	ARTICLE VI THE TRUSTEE	29
	Section 6.01	Duties of Trustee.	29
	Section 6.02	Rights of Trustee. Subject to Section 6.01:	29
	Section 6.03	Individual Rights of Trustee.	30
	Section 6.04	Trustee’s Disclaimer.	30
	Section 6.05	Notice of Default.	30
	Section 6.06	Reports by Trustee to Holders.	31
	Section 6.07	Compensation and Indemnity.	31
	Section 6.08	Replacement of Trustee.	31
	Section 6.09	Successor Trustee by Merger, Etc.	32
	Section 6.10	Eligibility; Disqualification.	32
	Section 6.11	Preferential Collection of Claims against Company.	32
	 	 	 
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	33
	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders.	33
	Section 7.02	Preservation of Information; Communications to Holders.	33
	Section 7.03	Reports by Trustee.	33
	Section 7.04	Reports by Company.	33
	 	 	 
	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	34
	Section 8.01	When Company May Merge, Etc.	34
	Section 8.02	Successor Corporation Substituted.	34
	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES	34
	Section 9.01	Supplemental Indentures Without Consent of Holders.	34
	Section 9.02	Supplemental Indentures with Consent of Holders.	35
	Section 9.03	Execution of Supplemental Indentures.	36
	Section 9.04	Effect of Supplemental Indentures.	36
	Section 9.05	Conformity with Trust Indenture Act.	36
	Section 9.06	Reference in Securities to Supplemental Indentures.	36
	 	 	 
	ARTICLE X COVENANTS	37
	Section 10.01	Covenants.	37
	 	 	 
	ARTICLE XI REDEMPTION OF SECURITIES	37
	Section 11.01	Applicability of Article.	37
	Section 11.02	Election to Redeem; Notice to Trustee.	37
	Section 11.03	Selection by Trustee of Securities to Be Redeemed.	37
	Section 11.04	Notice of Redemption.	38
	Section 11.05	Deposit of Redemption Price.	38
	Section 11.06	Securities Payable on Redemption Date.	38
	Section 11.07	Securities Redeemed in Part.	39
	 	 	 
	ARTICLE XII SINKING FUNDS	39
	Section 12.01	Applicability of Article.	39
	Section 12.02	Satisfaction of Sinking Fund Payments with Securities.	39
	Section 12.03	Redemption of Securities for Sinking Fund.	39
	 	 	 
	ARTICLE XIII REDEMPTION UPON A DESIGNATED EVENT AND A RATING DECLINE	40
	Section 13.01	Redemption by Holders.	40
	Section 13.02	Redemption by Company.	41
	Section 13.03	Other Provisions.	41
	 	 	 
	ARTICLE XIV DEFEASANCE AND COVENANT DEFEASANCE	41
	Section 14.01	Company’s Option to Effect Defeasance or Covenant Defeasance.	41
	Section 14.02	Defeasance and Discharge.	42
	Section 14.03	Covenant Defeasance.	42
	Section 14.04	Conditions to Defeasance or Covenant Defeasance.	42
	Section 14.05	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.	43
	Section 14.06	Reinstatement.	44







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	ARTICLE XV CONVERSION OF SECURITIES	44
	Section 15.01	Applicability; Conversion Privilege and Conversion Price.	44
	Section 15.02	Section 15.02 Exercise of Conversion Privilege.	45
	Section 15.03	Fractions of Shares.	45
	Section 15.04	Adjustment of Conversion Price.	45
	Section 15.05	Notice of Adjustments of Conversion Price.	47
	Section 15.06	Notice of Certain Corporate Action.	47
	Section 15.07	Company to Reserve Common Stock.	48
	Section 15.08	Taxes on Conversions.	48
	Section 15.09	Covenant as to Common Stock.	48
	Section 15.10	Cancellation of Converted Securities.	48
	Section 15.11	Provisions in Case of Consolidation, Merger or Sale of Assets.	48
	Section 15.12	Responsibility of Trustee.	49
	 	 	 
	ARTICLE XVI SUBORDINATION OF SECURITIES	49
	Section 16.01	Securities Subordinate to Senior Indebtedness.	49
	Section 16.02	Payment Over of Proceeds Upon Dissolution, Etc.	49
	Section 16.03	Prior Payment to Senior Indebtedness Upon Acceleration of Securities.	50
	Section 16.04	No Payment When Senior Indebtedness in Default.	50
	Section 16.05	Payment Permitted If No Default.	51
	Section 16.06	Subrogation to Rights of Holders of Senior Indebtedness.	51
	Section 16.07	Provisions Solely to Define Relative Rights.	51
	Section 16.08	Trustee to Effectuate Subordination.	51
	Section 16.09	No Waiver of Subordination Provisions.	51
	Section 16.10	Notice to Trustee.	52
	Section 16.11	Reliance on Judicial Order or Certificate of Liquidating Agent.	52
	Section 16.12	Trustee Not Fiduciary for Holders of Senior Indebtedness.	52
	Section 16.13	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.	53
	Section 16.14	Article Applicable to Paying Agents.	53
	Section 16.15	Certain Conversions Deemed Payment.	53
	Section 16.16	Trust Moneys Not Subordinated.	53



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INDENTURE,
dated as of , between Essential Utilities, Inc., a corporation duly organized and existing under the laws of the Commonwealth
of Pennsylvania (herein called the “Company”), having its principal office at 762 W. Lancaster Avenue, Bryn
Mawr, Pennsylvania, and [Name of Trustee], a [New York] banking corporation, as Trustee (herein called the “Trustee”).


RECITALS
OF THE COMPANY


The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued
in one or more series as in this Indenture provided.


All
things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have
been done.


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


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


Article
I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


Section
1.01              
Definitions.


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


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


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


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


(4)                
the words “Article” and “Section” refer to an Article and Section, respectively, of this Indenture;
and


(5)                
the words “herein”, “hereof” and “hereunder” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other subdivision.


(6)                
Certain terms used principally in Articles VI, X, XIII and XIV, are defined in those Articles.


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


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



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“Bankruptcy
Law” means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.


“Board
of Directors” means either the board of directors of the Company or any duly authorized committee of that board.


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


“Business
Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.


“Capital
Lease Obligation” means, at any time any determination thereof is made, the amount of the liability in respect of a
capital lease that would at such time be so required to be capitalized on the balance sheet in accordance with generally accepted
accounting principles.


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


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


“Common
Stock” includes any stock of any class of the Company which has no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject
to redemption by the Company. However, subject to the provisions of Section 3.01(17) and (18) and Section 15.11,
shares issuable on conversion of Securities shall include only shares of the class designated as Common Stock of the Company at
the date of this instrument or shares of any class or classes resulting from any reclassification or reclassifications thereof
and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to redemption by the Company; provided that if at any time
there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the
proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting from all such reclassifications.


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


“Company
Request” or “Company Order” means a written request or order signed in the name of the Company by
its Chairman of the Board, a Vice Chairman of the Board, its 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 principal office of the Trustee in [New York, New York] at which at any particular time its
corporate trust business shall be administered, which office as of the date hereof is located at [Address].


“Corporation”
means a corporation, association, company, joint-stock company or business trust.


“Covenant
Defeasance” has the meaning specified in Section 14.03.



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“Defaulted
Interest” has the meaning specified in Section 3.07.


“Defeasance”
has the meaning specified in Section 14.02.


“Defeasible
Series” has the meaning specified in Section 14.01.


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section
3.01.


“Designated
Event” has the meaning specified in Section 13.01.


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


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and any statute successor thereto.


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Standards Board or in such other statements by such other entity as have been approved by a significant segment
of the accounting profession.


“Global
Security” means a Security that evidences all or part of the Securities of any series and is authenticated and delivered
to, and registered in the name of, the Depositary for such Securities or a nominee thereof.


“Guaranty”
means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct
or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof),
or all or any part of any Indebtedness.


“Hedging
Obligations” means, with respect to any Person, the Obligations of such Person under interest rate swap agreements,
interest rate cap agreements, and interest rate collar agreements, and other agreements or arrangements designed to protect such
Person against fluctuations in interest rates.


“Holder”
means a Person in whose name a Security is registered in the Security Register.


“Indebtedness”
means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures of similar instruments or letters of credit (or reimbursement agreements in respect thereof)
or representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property or representing
any Hedging Obligations, except any such balance that constitutes an accrued expense or trade payable, if and to the extent any
of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP, and also includes, to the extent not otherwise included, the Guaranty of
any indebtedness of such Person or any other Person.


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument,
and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this
instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms
of particular series of Securities established as contemplated by Section 3.01.


“Interest”,
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.


“Interest
Payment Date” when used with respect to any Security, means the Stated Maturity of an installment of interest on such
Security.



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“Lien”
means any mortgage, lien, pledge, charge, security interest, or other encumbrance of any kind, whether or not filed, recorded
or otherwise perfected under applicable law.


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


“Notice
of Default” means a written notice of the kind specified in Section 5.01(4).


“Obligations”
means any principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing and Indebtedness.


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or
a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered
to the Trustee.


“Opinion
of Counsel” means a written opinion of counsel, who may be counsel for the Company.


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


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


(1)                
Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


(2)                
Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


(3)                
Securities as to which Defeasance has been effected pursuant to Section 14.02; and


(4)                
Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands
such Securities are valid obligations of the Company;


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder, (A) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable
as of the date of such determination upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B)
the principal amount of a Security denominated in one or more foreign currencies or currency units shall be the U.S. dollar equivalent,
determined in the manner provided as contemplated by Section 3.01 on the date of original issuance of such Security, of
the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in Clause (A) above) of such Security, and (C) Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect
to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.



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“Paying
Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities
on behalf of the Company.


“Person”
means any individual, corporation, partnership, joint venture, 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 any series, means the place or places where the principal of
and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.01.


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Security.


“Rating
Decline” has the meaning specified in Section 13.01.


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


“Redemption
Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.


“Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 3.01.


“Responsible
Officer”, when used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer
or assistant trust officer or any other officer of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall direct responsibility
for the administration of this Indenture.


“Securities”
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 3.05.


“Senior
Indebtedness” means the principal of (and premium, if any), accrued interest (including interest accruing on or after
the filing in bankruptcy or reorganization relating to the Company whether or not a claim for post-filing interest is allowed
in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and other amounts owing with respect to all
Indebtedness of the Company (including Indebtedness of others guaranteed by the Company) other than the Securities, in any such
case whether outstanding on the date of this Indenture or the date Securities of any series are issued hereunder or thereafter
created, incurred or assumed, unless in any case in the instrument creating or evidencing any such Indebtedness or obligation
or pursuant to which the same is outstanding it is provided that such Indebtedness or obligation is not superior in right of payment
to the Securities or it is provided that such obligation is subordinated to senior indebtedness to substantially the same extent
as the Securities are subordinated to Senior Indebtedness.



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“Significant
Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article I,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


“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.


“Subject
Securities” has the meaning specified in Section 13.01.


“Subsidiary”
means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or
by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition,
“voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or
only so long as no senior class of stock has such voting power by reason of any contingency.


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act”
means, to the extent required by any such amendment, the Trust Indenture Act of 1939 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 or include 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 each Trustee with respect to Securities of that series.


“U.S.
Government Obligations” has the meaning specified in Section 14.04.


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


Section
1.02              
Compliance Certificates and Opinions.


Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate
or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion
of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements
set forth in this Indenture.


Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include


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


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


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



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


Section
1.03              
Form of Documents Delivered to Trustee.


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


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


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


Section
1.04              
Acts of Holders; Record Dates.


Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.


The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a
signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner which the Trustee deems sufficient.


The
ownership of Securities shall be proved by the Security Register.


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



    	7



    	 



    



The
Company may, in the circumstances permitted by the Trust Indenture Act, set any day as the record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders of Securities of such
series. With regard to any record date set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date (or their duly appointed agents), and only such Persons, shall be entitled to give or take the relevant action,
whether or not such Holders remain Holders after such record date. With regard to any action that may be given or taken hereunder
only by Holders of a requisite principal amount of Outstanding Securities of any series (or their duly appointed agents) and for
which a record date is set pursuant to this paragraph, the Company may, at its option, set an expiration date after which no such
action purported to be given or taken by any Holder shall be effective hereunder unless given or taken on or prior to such expiration
date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or their duly
appointed agents). On or prior to any expiration date set pursuant to this paragraph, the Company may, on one or more occasions
at its option, extend such date to any later date. Nothing in this paragraph shall prevent any Holder (or any duly appointed agent
thereof) from giving or taking, after any such expiration date, any action identical to, or, at any time, contrary to or different
from, the action or purported action to which such expiration date relates, in which event the Company may set a record date in
respect thereof pursuant to this paragraph. Nothing in this paragraph shall be construed to render ineffective any action taken
at any time by the Holders (or their duly appointed agents) of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is so taken. Notwithstanding the foregoing or the Trust Indenture Act, the Company shall
not set a record date for, and the provisions of this paragraph shall not apply with respect to, any notice, declaration or direction
referred to in the next paragraph.


The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02,
if an Event of Default with respect to Securities of such series has occurred and is continuing and the Trustee shall not have
given such a declaration to the Company, (iii) any request to institute proceedings referred to in Section 5.07(2) or (iv) any
direction referred to in Section 5.12, in each case with respect to Securities of such series. Promptly after any record
date is set pursuant to this paragraph, the Trustee shall notify the Company and the Holders of Outstanding Series of such series
of any such record date so fixed and the proposed action. The Holders of Outstanding Securities of such series on such record
date (or their duly appointed agents), and only such Persons, shall be entitled to join in such notice, declaration or direction,
whether or not such Holders remain Holders after such record date; provided that, unless such notice, declaration or direction
shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Securities of such series on
such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such
notice, declaration or direction shall automatically and without any action by any Person be cancelled and of no further effect.
Nothing in this paragraph shall be construed to prevent a Holder (or a duly appointed agent thereof) from giving, before or after
the expiration of such 90-day period, a notice, declaration or direction contrary to or different from, or, after the expiration
of such period, identical to, the notice, declaration or direction to which such record date relates, in which event a new record
date in respect thereof shall be set pursuant to this paragraph. Nothing in this paragraph shall be construed to render ineffective
any notice, declaration or direction of the type referred to in this paragraph given at any time to the Trustee and the Company
by Holders (or their duly appointed agents) of the requisite principal amount of Outstanding Securities of the relevant series
on the date such notice, declaration or direction is so given.


Without
limiting the foregoing, a Holder entitled hereunder to give or take any action hereunder with regard to any particular Security
may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each
of which may do so pursuant to such appointment with regard to all or any different part of such principal amount.


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


(1)                
Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed with,


(2)                
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Department, or



    	8



    	 



    



(3)                
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee
by the Company.


Section
1.06              
Notice to Holders; Waiver.


Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears
in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed
for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice
by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.


In
case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.


Section
1.07              
Conflict with Trust Indenture Act.


If
any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act
to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be. Wherever this Indenture refers to a provision of
the Trust Indenture Act, such provision is incorporated by reference in and made a part of this Indenture.


The
following Trust Indenture Act terms used in this Indenture have the following meanings:


“commission”
means the United States Securities and Exchange Commission;


“indenture
securities” means the Securities;


“indenture
security holder” means a Holder;


“indenture
to be qualified” means this Indenture;


“indenture
trustee” or “institutional trustee” means the Trustee; and


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


All
other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture
Act referenced to another statute or defined by any Commission Rule and not otherwise defined herein have the meanings defined
to them thereby.


Section
1.08              
Effect of Headings and Table of Contents.


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



    	9



    	 



    



Section
1.09              
Successors and Assigns.


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


Section
1.10              
Separability Clause.


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
1.11              
Benefits of Indenture.


Nothing
in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the holders of Senior Indebtedness and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.


Section
1.12              
Governing Law.


This
Indenture and the Securities shall be governed by, and construed in accordance with, the law of the State of New York.


Section
1.13              
Legal Holidays.


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


Article
II

SECURITY FORMS


Section
2.01              
Forms Generally.


The
Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established
by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of
any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced
by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for
the authentication and delivery of such Securities.


The
definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner,
all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.


Section
2.02              
Form of Face of Security.


[Insert
any legend required by the Internal Revenue Code and the regulations thereunder.]



    	10



    	 



    



ESSENTIAL
UTILITIES, INC.


No. $___________


[Name
of Company], a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to
pay to , or registered assigns, the principal sum of Dollars on [if the Security is to bear interest prior to Maturity, insert
— , and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on and in each year, commencing, at the rate of per annum, until the principal hereof is paid or made
available for payment [if applicable, insert — , and at the rate of % per annum on any overdue principal and premium and
on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture].


[If
the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest
except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case
the overdue principal of this Security shall bear interest at the rate of % per annum which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal
shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the
rate of % per annum which shall accrue from the date of such demand for payment to the date payment of such interest has been
made or duly provided for, and such interest shall also be payable on demand.]


Payment
of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made
at the office or agency of the Company maintained for that purpose in , in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts [if applicable, insert — ; provided, however,
that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register].


Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.



    	11



    	 



    



IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.


Dated:





	 	ESSENTIAL
                                         UTILITIES, INC.

        

        

	 	 	 
	 	By:	                                    
	 	Name:  	
	 	Title:	








	Attest:	 
	 	 
	 	 







Section
2.03              
Form of Reverse of Security.


This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of , 2002 (herein called the “Indenture”), between
the Company and , as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the
Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to $
].


[If applicable,
insert — Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is entitled, at
his option, at any time on or before the close of business on , or in case this Security or a portion hereof is called for redemption,
then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment
due upon redemption) not after, the close of business on the 10th calendar day before the Redemption Date, to convert this Security
(or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof,
or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100 of a share)
of Common Stock of the Company at a conversion price per share of Common Stock equal to $ per each share of Common Stock (or at
the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security,
duly endorsed or assigned to the Company or in blank, to the Company at its office or agency in , accompanied by written notice
to the Company that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to
be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of
business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment
Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such
period), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest
Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and,
in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest
Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date
to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made
on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or
scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall
pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture.
In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the transfer
of substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities,
so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible
as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger
or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately
prior to such consolidation, merger or transfer (assuming such holder of Common Stock failed to exercise any rights of election
and received per share the kind and amount received per share by a plurality of non-electing shares).]



    	12



    	 



    



[If applicable,
insert — The Securities are subject to redemption at the election of the Holders thereof, in whole or in part, and in limited
circumstances at the election of the Company, in whole, following the occurrence of a Designated Event and a Rating Decline. Such
redemptions will be made at a Redemption Price equal to 100% of the principal amount, together with accrued interest to the Redemption
Date, as provided for in Article XIII of the Indenture. [The Securities are not otherwise subject to redemption prior to maturity,
and no sinking fund is provided for the Securities.]]


[If applicable,
insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable,
insert — (1) on in any year commencing with the year and ending with the year 20 through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on
or after , 20 ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages
of the principal amount): If redeemed [if applicable, insert — on or before, %, and if redeemed] during the 12-month period
beginning of the years indicated,


	Redemption	 	Redemption
	Year	Price	 	Year	Price
	       	 	 	 	         	 	       
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


and thereafter
at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert —
(whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


[If applicable,
insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on
in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the
table below, and (2) at any time [if applicable, insert — on or after ], as a whole or in part, at the election of the Company,
at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated,


	Year	 	Redemption
    Price

    For

    Redemption

    Through

    Operation of the

    Sinking Fund	 	Redemption
    Price

    For

    Redemption

    Otherwise Than

    Through

    Operation of the

    Sinking Fund
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


and thereafter
at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


[If applicable,
insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated
by [if applicable, insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance
with generally accepted financial practice) of less than % per annum.]


[If applicable,
insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending
with the year of [if applicable, insert — not less than $ (“mandatory sinking fund”) and not more than]
$ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise
than through [if applicable, insert mandatory] sinking fund payments [if applicable, insert and Securities surrendered for conversion]
may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made
[if applicable, insert — in the inverse order in which they become due].



    	13



    	 



    



[If the
Security is subject to redemption of any kind, insert — In the event of redemption or conversion of this Security in part
only, a new Security or Securities of this series and of like tenor for the unredeemed or unconverted portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.]


The
indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture
with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on his behalf to take action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.


[If applicable,
insert — The Indenture contains provisions for defeasance at any time of [(1) the entire indebtedness of this Security or
(2)] certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.]


[If the
Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.]


[If the
Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series
shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal
and overdue interest all of the Company’s obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.


Subject
to the rights of holders of Senior Indebtedness, as set forth in the Indenture, no other reference herein to the Indenture and
no other provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture.



    	14



    	 



    



As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable
in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company
in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


The
Securities of this series are issuable in registered form without coupons in denominations of [$1,000] and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.


No
service charge shall be made for any such registration of transfer or exchange, but the Company or the Security Registrar may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.


Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


[If applicable,
insert —


[FORM
OF CONVERSION NOTICE]


To: ESSENTIAL
UTILITIES, INC.


The
undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which
is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of Essential Utilities, Inc., in accordance
with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion,
together with any check in payment for fractional shares and any Securities, representing any unconverted principal amount hereof,
be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares are to be
issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.
Any amount required to be paid by the undersigned on account of interest accompanies this Security.


Dated:


Fill
in for registration of shares of Common Stock and Securities if to be issued otherwise than to the registered holder.


	 	 	 
	 	 	Principal
                                         Amount to be converted (in an integral multiple of $1,000, if less than all):

        $

	 	 
	Name	 	 
	 	 
	Address	 	 
	 	 	 
	 	 	 
	 	 	 
	(Please
    print name and address, including zip code number)	 	Signature
	SOCIAL
    SECURITY OR OTHER TAXPAYER IDENTIFYING NUMBER	 	[SIGNATURE
    GUARANTEED — required only if Common Stock and Securities are to be issued and delivered to other than registered holder]


 


	[
    ]






    	15



    	 



    



Section
2.04              
Form of Legend for Global Securities.


Unless
otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated
and delivered hereunder shall bear a legend in substantially the following form:


This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee thereof. This Security may not be transferred to, or registered or exchanged for Securities registered in the name
of, any Person other than the Depositary or a nominee thereof and no such transfer may be registered, except in the limited circumstances
described in the Indenture. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or
in lieu of, this Security shall be a Global Security subject to the foregoing, except in such limited circumstances.


Section
2.05              
Form of Trustee’s Certificate of Authentication.


The
Trustee’s certificates of authentication shall be in substantially the following form:


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


	 	 	 	 
	 	[NAME
    OF TRUSTEE], as Trustee
	 	 	 	 
	 	

        

        By:
	 	                                  
	 	Authorized
    Signatory
	 	Dated: 	 	 


 


Article
III

THE SECURITIES


Section
3.01              
Amount Unlimited; Issuable in Series.


The
aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.


The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to
Section 3.03, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one
or more indentures supplemental hereto, prior to the issuance of Securities of any series,


(1)                
the title of the Securities of the series, including CUSIP Numbers (which shall distinguish the Securities of the series
from Securities of any other series);


(2)                
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for,
or in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07
and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered
hereunder);



    	16



    	 



    



(3)                
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


(4)                
the date or dates on which the principal of the Securities of the series is payable;


(5)                
the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for
any interest payable on any Interest Payment Date;


(6)                
the place or places where the principal of and any premium and interest on Securities of the series shall be payable;


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


(8)                
the obligation, if any, of the Company to redeem or purchase 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;


(9)                
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series
shall be issuable;


(10)            
the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities
of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent
thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in
Section 1.01;


(11)            
if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined
with reference to an index, the manner in which such amounts shall be determined;


(12)            
if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the
Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are
stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest
on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and
conditions upon which such election is to be made;


(13)            
if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


(14)            
the applicability, nonapplicability, or variation, of Article XIII with respect to the Securities of such Series;


(15)            
if applicable, that the Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance
as provided in Article XIV; provided that no series of Securities that is convertible into Common Stock as provided in
Article XV or convertible into or exchangeable for any other securities pursuant to Section 3.01(18) shall be subject
to Defeasance pursuant to Section 14.02;


(16)            
if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more
Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances
other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and
exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof
and in which any such transfer may be registered;



    	17



    	 



    



(17)            
the terms and conditions, if any, pursuant to which the Securities are convertible into Common Stock of the Company pursuant
to Article XV, and any variation thereof;


(18)            
the terms and conditions, if any, pursuant to which the Securities are convertible into or exchangeable for any other securities;


(19)            
any addition of covenants contemplated by Article X which applies to Securities of the series; and


(20)            
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 9.01(5)).


All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided
in or pursuant to the Board Resolution referred to above and (subject to Section 3.03) set forth, or determined in the
manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto.


If
any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record
of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Officers’ Certificate setting forth the terms of the series.


The
Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions
of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any
series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of
Outstanding Securities, except that such Add On Securities:


(A)               
may have a different issue date from such series of Outstanding Securities;


(B)               
may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such
series of Outstanding Securities; and


(C)               
may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article
III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable
securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add
On Securities) and which shall not affect the rights or duties of the Trustee.


Section
3.02              
Denominations.


The
Securities of each series shall be issuable only in registered form without coupons in such denominations as shall be specified
as contemplated by Section 3.01. In the absence of any such specified denomination with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.


Section
3.03              
Execution, Authentication, Delivery and Dating.


The
Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President,
one of its Vice Presidents or its Treasurer, under its corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries or by its Chief Financial Officer. The signature of any of these officers on the Securities may be manual
or facsimile.


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



    	18



    	 



    



At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any Series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of
such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form
or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall
be fully protected in relying upon, an Opinion of Counsel stating,


(1)                
if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01,
that such form has been established in conformity with the provisions of this Indenture;


(2)                
if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01,
that such terms have been established in conformity with the provisions of this Indenture; and


(3)                
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject
to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


If
such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


Notwithstanding
the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01
or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.


Each
Security shall be dated the date of its authentication.


No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears
on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


Section
3.04              
Temporary Securities.


Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced
by their execution of such Securities.



    	19



    	 



    




If
temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall
be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office
or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of a like aggregate
principal amount and tenor. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series and tenor.


Section
3.05              
Registration, Registration of Transfer and Exchange.


The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office
and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.


Upon
surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.


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


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


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


No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company or Security Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07
not involving any transfer.


The
Company shall not be required (1) to issue, register the transfer of or exchange Securities of any series during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected
for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (2) to register the
transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


Notwithstanding
any other provision in this Indenture, no Global Security may be transferred to, or registered or exchanged for Securities registered
in the name of; any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may
be registered, unless (1) such Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for
such Global Security or (B) has ceased to be a clearing agency registered under the Exchange Act, (2) the Company executes and
delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and
such transfers shall be registrable, (3) there shall have occurred and be continuing an Event of Default with respect to the Securities
evidenced by such Global Security or (4) there shall exist such other circumstances, if any, as have been specified for this purpose
as contemplated by Section 3.01. Notwithstanding any other provision in this Indenture, a Global Security to which the
restriction set forth in the preceding sentence shall have ceased to apply may be transferred only to, and may be registered and
exchanged for Securities registered only in the name or names of, such Person or Persons as the Depositary for such Global Security
shall have directed and no transfer thereof other than such a transfer may be registered.



    	20



    	 



    



Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security to
which the restriction set forth in the first sentence of the preceding paragraph shall apply, whether pursuant to this Section,
Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in the form of,
and shall be, a Global Security.


Section
3.06              
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 deliver
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 (i) evidence to their satisfaction of the destruction, loss or theft of
any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver, 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 exchange for any mutilated Security or in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.


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


Section
3.07              
Payment of Interest; Interest Rights Preserved.


Except
as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security
which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest.


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



    	21



    	 



    



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


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


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


Subject
to the provisions of Section 15.02, in the case of any Security which is converted after any Regular Record Date and on
or prior to the next succeeding Interest Payment Date, interest whose Stated Maturity is on such Interest Payment Date shall be
payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly
provided for) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at
the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence
in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security,
shall not be payable.


Section
3.08              
Section 3.08 Persons Deemed Owners.


Prior
to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment
of principal of and any premium and (subject to Section 3.07) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.


Section
3.09              
Cancellation.


All
Securities surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking
fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled
by it. 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. 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.
All cancelled Securities held by the Trustee shall be disposed of by the Trustee in its customary manner.



    	22



    	 



    



Section
3.10              
Computation of Interest.


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


Section
3.11              
CUSIP Numbers.


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


Article
IV

SATISFACTION AND DISCHARGE


Section
4.01              
Satisfaction and Discharge of Indenture.


This
Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of conversion, registration
of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture, when


(1)                
either


(A)               
all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust have been delivered to the Trustee for cancellation; or


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


(i)                  
have become due and payable, or


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


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


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


(3)                
the Company has delivered to the Trustee an 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 6.07, and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of
the Trustee under Section 4.02 shall survive such satisfaction and discharge.



    	23



    	 



    



Section
4.02              
Application of Trust Money.


All
money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with
the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest for whose payment such money has been deposited with the Trustee.


Article
V

REMEDIES


Section
5.01              
Events of Default.


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


(1)                
default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance
of such default for a period of 30 days; or


(2)                
default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or


(3)                
default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series, and the
continuance of such default for a period of 30 days; or


(4)                
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant
or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such
default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in 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; or


(5)                
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company
in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar
law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law,
or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or


(6)                
the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of
any such action; or



    	24



    	 



    



(7)                
any other Event of Default provided with respect to Securities of that series.


Section
5.02              
Acceleration of Maturity; Rescission and Annulment.


If
an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare
the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof) of 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 specified amount) shall become immediately due and payable.


At
any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment
or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if


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


(A)               
all overdue interest on all Securities of that series,


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


(C)               
to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor
in such Securities, and


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


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


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


Section
5.03              
Collection of Indebtedness and Suits for Enforcement by Trustee.


The
Company covenants that if:


(1)                
default is made in the payment of any interest on any Security when such interest becomes due and payable and such default
continues for a period of 30 days, or


(2)                
default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 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 any premium and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


If
an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings
as the Trustee shall deem necessary 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.



    	25



    	 



    



Section
5.04              
Trustee May File Proofs of Claim.


In
case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors,
the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized
under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular,
the Trustee shall be authorized 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 6.07.


No
provision of this Indenture 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; provided, however, that
the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member
of a creditors’ or other similar committee.


Section
5.05              
Trustee May Enforce Claims Without Possession of Securities.


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


Section
5.06              
Application of Money Collected.


Subject
to Article XVI, 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 any premium or
interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


FIRST:
To the payment of all amounts due the Trustee under Section 6.07;


SECOND:
To the payment of the amounts then due and unpaid for principal of and any premium 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 any premium and interest, respectively; and


THIRD:
To the Company.


Section
5.07              
Limitation on Suits.


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


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



    	26



    	 



    



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


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


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


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


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


Notwithstanding
any other provision in this Indenture, but subject to Article XVI, the Holder of any Security shall have the right, which
is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.07) interest
on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to convert such Security in accordance with Article XV and to institute suit for the enforcement of any such
payment and right to convert, and such rights shall not be impaired without the consent of such Holder.


Section
5.09              
Restoration of Rights and Remedies.


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


Section
5.10              
Rights and Remedies Cumulative.


Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.06, 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 prevent the concurrent assertion or employment
of any other appropriate right or remedy.


Section
5.11              
Delay or Omission Not Waiver.


No
delay or omission of the Trustee or of any Holder of any 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.



    	27



    	 



    



Section
5.12              
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


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


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


(3)                
subject to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee in good faith share, by a Responsible Officer or Officers of the Trustee, determine, and the Trustee shall have
received a legal opinion stating, that the proceedings so directed would involve the Trustee in personal liability.


Section
5.13              
Waiver of Past Defaults.


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


(1)                
in the payment of the principal of or any premium or interest on any Security of such series, or


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


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


Section
5.14              
Undertaking for Costs.


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, a court may require any party litigant in such suit to file an undertaking to pay the costs
of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided that neither this Section nor the Trust Indenture Act shall apply to any suit instituted by the Trustee, to any
suit instituted by any Holders of the Securities, or group of Holders of the Securities, holding in the aggregate more than 10%
of principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder of the Outstanding Securities
for the enforcement of the payment of principal of or interest on any Outstanding Securities held by such Holder, on or after
the respective due dates expressed in such Outstanding Securities, and provided, further, that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit
instituted by the Company or in any suit for the enforcement of the right to convert any Security in accordance with Article
XV.


Section
5.15              
Waiver of Usury, Stay or Extension Laws.


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



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Article
VI

THE TRUSTEE


The
Trustee hereby accepts the trust imposed upon it by this Indenture and covenants and agrees to perform the same, as herein expressed.


Section
6.01              
Duties of Trustee.


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


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


(i)                  
The Trustee need perform only those duties as are specifically set forth in this Indenture and no others, and no covenants
or obligations shall be implied in or read into this Indenture.


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


(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 6.01.


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


(iii)               
The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 5.12.


(D)               
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture.


(E)               
Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (d) and
(f) of this Section 6.01.


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


Section
6.02              
Rights of Trustee. Subject to Section 6.01:


(A)               
The Trustee may rely conclusively on any document (whether in its original or facsimile form) believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in any document.


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



    	29



    	 



    



(C)               
The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any
agent appointed with due care.


(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.


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


(F)                
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may
be incurred therein or thereby.


(G)               
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 of any action taken, suffered or omitted by in hereunder in good faith and in reliance
thereon.


(H)              
The Trustee shall not be deemed to have notice of any 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 and this Indenture.


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


Section
6.03              
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, its Subsidiaries, or their respective Affiliates with the same rights it would have if it were not Trustee. Any Paying
Agent or Security Registrar may do the same with like rights. However, the Trustee must comply with Sections 6.08, 6.09
and 6.10.


Section
6.04              
Trustee’s Disclaimer.


The
Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities and 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 the Trustee’s certificate of authentication, or the use or application of any funds received by a Paying Agent
other than the Trustee.


Section
6.05              
Notice of Default.


If
an Event of Default with respect to Securities of any series occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to each Holder of Securities of such series notice of the uncured Event of Default within 90 days after such Event
of Default occurs. Except in the case of an Event of Default in payment of principal (or premium, if any) of, or interest on,
any Security, the Trustee may withhold the notice if and so long as a Responsible Officer in good faith determines that withholding
the notice is in the interest of the Holders of Securities of such series.



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Section
6.06              
Reports by Trustee to Holders.


Within
60 days after each February 15 beginning with the February 15 following the date of this Indenture, the Trustee shall mail to
each Holder a brief report dated as of such February 15 that complies with Trust Indenture Act Section 313(a) if such report is
required by such Trust Indenture Act Section 313(a). The Trustee also shall comply with Trust Indenture Act Sections 313(b) and
313(c).


The
Company shall promptly notify the Trustee in writing if the Securities of any series become listed on any stock exchange or automatic
quotation system.


A
copy of each report at the time of its mailing to Holders shall be mailed to the Company and filed with the Commission and each
stock exchange, if any, on which the Securities are listed.


Section
6.07              
Compensation and Indemnity.


The
Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from
time to time agree 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 disbursements, expenses and advances
incurred or made by it. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s
agents, accountants, experts and counsel.


The
Company shall indemnify each of the Trustee (in its capacity as Trustee) and any predecessor Trustee and each of their respective
officers, directors, attorneys-in-fact and agents for, and hold it harmless against, any claim, demand, expense (including but
not limited to reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel), loss, charges (including
taxes (other than taxes based upon the income of the Trustee)) or liability incurred by them without negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration of this trust and their rights or duties hereunder
including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against
the Trustee for which it may seek indemnity. The Company shall defend the claim and the Trustee shall provide reasonable cooperation
at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement made without its written consent which consent
shall not be unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss or liability to the
extent incurred by the Trustee as determined by a court of competent jurisdiction to have been caused by its own negligence, bad
faith or willful misconduct.


To
secure the Company’s payment obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities
on all assets held or collected by the Trustee, in its capacity as Trustee, except assets held in trust to pay principal and premium,
if any, of or interest on particular Securities.


When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.01(6) or (7) occurs,
the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy
Law.


The
Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal
of the Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and any rejection
or termination of this Indenture under any Bankruptcy Law.


Section
6.08              
Replacement of Trustee.


The
Trustee may resign at any time with respect to the Securities of one or more series by so notifying the Company in writing. The
Holder or Holders of a majority in principal amount of the outstanding Securities of a series may remove the Trustee with respect
to Securities of such series by so notifying the Company and the Trustee in writing and may appoint a successor trustee with respect
to Securities of such series with the Company’s consent. The Company may remove the Trustee if:



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(1)                
the Trustee fails to comply with Section 6.10;


(2)                
the Trustee is adjudged bankrupt or insolvent;


(3)                
a receiver, custodian, or other public officer takes charge of the Trustee or its property; or


(4)                
the Trustee becomes incapable of acting.


If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee, with respect to the Securities of one or more
series, for any reason, the Company shall promptly appoint a successor Trustee, with respect to Securities of that or those series.
Within one year after the successor Trustee with respect to a series of Securities takes office, the Holder or Holders of a majority
in principal amount of the Securities of such series may appoint a successor Trustee with respect to such series to replace the
successor Trustee appointed by the Company.


A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately
after that and provided that all sums owing to the Trustee provided for in Section 6.07 have been paid, the retiring Trustee
shall transfer all property held by it as Trustee with respect to such series of Securities to the successor Trustee, subject
to the lien provided in Section 6.07, 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 under this Indenture. A successor Trustee with respect
to one or more series of Securities shall mail notice of its succession to each Holder of Securities of that or those series.


If
a successor Trustee with respect to a series of Securities does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holder or Holders of at least 10% in principal amount of the outstanding
Securities of that series may petition at the expense of the Company any court of competent jurisdiction for the appointment of
a successor Trustee with respect to such series.


If
the Trustee fails to comply with Section 6.10, any Holder of Securities of a series may petition any court of competent
jurisdiction for the removal of the Trustee with respect to such series and the appointment of a successor Trustee with respect
to such series.


Notwithstanding
replacement of the Trustee pursuant to this Section 6.08, the Company’s obligations under Section 6.07
shall continue for the benefit of the retiring Trustee.


Section
6.09              
Successor Trustee by Merger, Etc.


If
the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business
to, another corporation, the resulting, surviving or transferee corporation without any further act shall, if such resulting,
surviving or transferee corporation is otherwise eligible hereunder, be the successor Trustee.


Section
6.10              
Eligibility; Disqualification.


The
Trustee shall at all times satisfy the requirements of Trust Indenture Act Section 310(a)(1) and Trust Indenture Act Section 310(a)(5).
The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with Trust Indenture Act Section 310(b).


Section
6.11              
Preferential Collection of Claims against Company.


The
Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act
Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent
indicated.



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Article
VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


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


The
Company will furnish or cause to be furnished to the Trustee:


(1)                
semi-annually, not more than 15 days after each Regular Record Date, a list for each series of Securities, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of the Regular
Record Date, as the case may be, and


(2)                
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding
from any such list names and addresses received by the Trustee in its capacity as Security Registrar.


Section
7.02              
Preservation of Information; Communications to Holders.


The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by
the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section
7.01 upon receipt of a new list so furnished.


The
rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities,
and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.


Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to the Trust Indenture Act.


Section
7.03              
Reports by Trustee.


The
Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.


A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange
upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities
are listed on any stock exchange or delisted therefrom.


Section
7.04              
Reports by Company.


The
Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports,
and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant
to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required
to be filed with the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).



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Article
VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


Section
8.01              
When Company May Merge, Etc.


The
Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any
other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or
substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another
person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and
assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless:


(1)                
the Company shall be the continuing person, or the person (if other than the Company) formed by such consolidation or into
which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred as
an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving
Person”), and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in
form and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and
the Indenture, so supplemented, shall remain in full force and effect;


(2)                
immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1), above,
no Event of Default shall have occurred and be continuing; and


(3)                
if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and
such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to
such transaction have been satisfied.


Section
8.02              
Successor Corporation Substituted.


Upon
any consolidation or merger, or any transfer of assets in accordance with Section 8.01, the Surviving Person formed by
such consolidation or into which the Company is merged or to which such transfer 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 Surviving Person
had been named as the Company herein. When a Surviving Person duly assumes all of the obligations of the Company pursuant hereto
and pursuant to the Securities, the predecessor shall be relieved of the performance and observance of all obligations and covenants
of this Indenture and the Securities, including but not limited to the obligation to make payment of the principal of and interest,
if any, on all the Securities then outstanding, and the Company may thereupon or any time thereafter be liquidated and dissolved.


Article
IX

SUPPLEMENTAL INDENTURES


Section
9.01              
Supplemental Indentures Without Consent of Holders.


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


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


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



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(3)                
to add any additional Events of Default; or


(4)                
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate
the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons,
or to permit or facilitate the issuance of Securities in uncertificated form; or


(5)                
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities,
provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior
to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;
or


(6)                
to secure the Securities pursuant to the requirements of Article X or otherwise; or


(7)                
to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or


(8)                
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities
of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11;
or


(9)                
to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article XV;
or


(10)            
to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided
that such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series
in any material respect.


Section
9.02              
Supplemental Indentures with Consent of Holders.


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


(1)                
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where,
or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or adversely affect the right to convert any Security as provided in Article XV, or modify the provisions
of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or


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



    	35



    	 



    



(3)                
modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect
to changes in the references to “the Trustee” and concomitant changes in this Section or the deletion of this
proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or


(4)                
change any obligation of ours to maintain an office or agency, or


(5)                
change any obligation of ours to pay additional amounts, or


(6)                
adversely affect the right of repayment or repurchase at the option of the Holder, or


(7)                
reduce or postpone any sinking fund or similar provision.


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


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


Section
9.03              
Execution of Supplemental Indentures.


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 6.01)
shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


Section
9.04              
Effect of Supplemental Indentures.


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


Section
9.05              
Conformity with Trust Indenture Act.


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


Section
9.06              
Reference in Securities to Supplemental Indentures.


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



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Article
X

COVENANTS


Section
10.01             Covenants.


Any
covenants applicable to any series of Securities shall be established in one or more indentures supplemental hereto relating to
such series.


Article
XI

REDEMPTION OF SECURITIES


Section
11.01             Applicability
of Article.


Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article.


Section
11.02             Election
to Redeem; Notice to Trustee.


The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election
of the Company of less than all the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date,
of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed.
In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction.


Section
11.03             Selection
by Trustee of Securities to Be Redeemed.


If
less than all the Securities of any series are to be redeemed (unless all of the Securities of such series and of a specified
tenor are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which 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. If less than all
of the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and
specified tenor not previously called for redemption in accordance with the preceding sentence.


If
any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the
portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion
selected for redemption.


Securities
which have been converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection.


The
Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.


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



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Section
11.04             Notice
of Redemption.


Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.


All
notices of redemption shall state:


(1)                
the Redemption Date,


(2)                
the Redemption Price,


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


(4)                
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and,
if applicable, that interest thereon will cease to accrue on and after said date,


(5)                
in the case of any Securities that are convertible pursuant to Article XV, the conversion price or rate, the date
on which the right to convert the principal of the Securities to be redeemed will terminate and the place or places where such
Securities may be surrendered for conversion,


(6)                
the place or places where such Securities are to be surrendered for payment of the Redemption Price,


(7)                
that the redemption is for a sinking fund, if such is the case, and


(8)                
applicable CUSIP Numbers.


Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company and shall be irrevocable.


Section
11.05             Deposit
of Redemption Price.


Prior
to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent an amount of money sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date other than any Securities called for redemption on that date which have been converted prior
to the date of such deposit.


If
any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated
and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor
Security to receive interest as provided in the last paragraph of Section 3.07) be paid to the Company upon Company Request
or, if then held by the Company, shall be discharged from such trust.


Section
11.06             Securities
Payable on Redemption Date.


Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, 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 as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.07.



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


Section
11.07             Securities
Redeemed in Part.


Any
Security which is to be redeemed only in part shall be surrendered at a Place of Payment thereof (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee
duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same
series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Security so surrendered.


Article
XII

SINKING FUNDS


Section
12.01             Applicability
of Article.


The
provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 3.01 for Securities of such series.


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


Section
12.02             Satisfaction
of Sinking Fund Payments with Securities.


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


Section
12.03             Redemption
of Securities for Sinking Fund.


Not
less than 60 days 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 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 Securities of that series pursuant to Section 12.02 and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided
in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.06 and 11.07.



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Article
XIII

REDEMPTION UPON A DESIGNATED EVENT AND A RATING DECLINE


Section
13.01             Redemption
by Holders.


Subject
to Section 3.01(14), in the event that there occurs (a) a Designated Event (as hereinafter defined) at any time on or prior
to Maturity, and (b) a Rating Decline (as hereinafter defined), each Holder of a Security that is of a series to which this Article
XIII is applicable (for purposes of this Article XIII, a “Subject Security”) shall have the right,
at the Holder’s option, to require the Company to redeem all or any portion (which shall be $1,000 or an integral multiple
thereof) of such Subject Security on the date that is 90 days after the last to occur of public notice of the occurrence of the
Designated Event and the Rating Decline, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest
to the Redemption Date.


On
or before the twenty-eighth day after the last to occur of public notice of the occurrence of the Designated Event and the Rating
Decline, the Company is obligated to notify the Trustee of such events, and promptly thereafter to mail, or cause to be mailed
first-class, postage prepaid, to each Holder of any Subject Securities, at the address of such Holder appearing in the Security
Register, a notice regarding the Designated Event, the Rating Decline, and the redemption right. The notice shall include the
Redemption Date, the date by which the redemption right must be exercised, the Redemption Price, and the procedure which the Holder
must follow to exercise this right.


To
exercise this right, the Holder of such Subject Securities must deliver on or before a date selected by the Company, which date
shall be not more than 10 days prior to the Redemption Date, written notice to the Company (or an agent designated by the Company
for such purpose) of the Holder’s exercise of such right, together with the Subject Securities with respect to which the
right is being exercised, duly endorsed or assigned to the Company or in blank. Such written notice by a Holder shall, unless
otherwise required by law, be irrevocable.


As
used herein, a “Designated Event” shall be deemed to have occurred at such a time as any “person”
or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act,
whether or not applicable) becomes the “beneficial owner” (as the term is used in Rules 13d-3 and 13d-5 under the
Exchange Act, whether or not applicable, except that a person shall be deemed to have “beneficial ownership” of all
shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of more than 50% of the total voting power entitled to vote in the election of directors of
the Company; provided, however, that a Designated Event shall not be deemed to have occurred (i) as a result of the formation
of such a “group” or the acquisition of shares of Capital Stock of the Company by such group if such group
includes existing Affiliates and/or persons who beneficially own in the aggregate, as of the date of this Indenture, 20% or more
of the outstanding shares of Capital Stock of the Company on the date of this Indenture, or (ii) by virtue of the Company, any
Subsidiary, any employee stock ownership plan or any other employee benefit plan of the Company or of any Subsidiary, or any other
person holding Capital Stock of the Company for or pursuant to the terms of any such employee benefit plan, becoming a beneficial
owner, directly or indirectly, of more than 50% of the total voting power entitled to vote in the election of directors of the
Company.


As
used herein, a “Rating Decline” shall be deemed to have occurred if on any date within the 90-day period following
public notice of the occurrence of a Designated Event (which 90-day period shall be extended with respect to either Rating Agency
(as hereinafter defined) for so long as the rating of the Securities is under publicly announced consideration for possible downgrade
relating to such Designated Event by such Rating Agency) (i) in the event the Securities are rated by one Rating Agency or by
both Rating Agencies on the Rating Date (as hereinafter defined) as Investment Grade (as hereinafter defined), the rating of the
Securities by such Rating Agency or by either of such Rating Agencies (as the case may be) shall be below Investment Grade; or
(ii) in the event the Securities are rated by both Rating Agencies on the Rating Date below Investment Grade, the rating of the
Securities by either Rating Agency shall be at least one Full Rating Category (as hereinafter defined) below the rating of the
Securities by such Rating Agency on the Rating Date.



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As
used herein, “Rating Agency” shall mean Standard & Poor’s Corporation and its successors (“S&P”),
and Moody’s Investors Service and its successors (“Moody’s”), or if S&P or Moody’s or
both shall not make a rating on the Securities publicly available, a nationally recognized statistical rating organization or
organizations, as the case may be, selected by the Company which shall be substituted for S&P or Moody’s or both, as
the case may be; “Investment Grade” shall mean BBB- or higher by S&P or Baa3 or higher by Moody’s
or the equivalent of such ratings by S&P or Moody’s or by any other Rating Agency selected as provided above, and “Rating
Date” shall mean the date which is 121 days prior to public notice of the occurrence of a Designated Event.


As
used herein, the term, “Full Rating Category” shall mean (i) with respect to S&P, any of the following
categories BB, B, CCC, CC, and C; (ii) with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, and C;
and (iii) with respect to any other Rating Agency, the equivalent of any such category of S&P or Moody’s used by such
other Rating Agency. In determining whether the rating of the Securities has decreased by the equivalent of one Full Rating Category,
gradation within Full Rating Categories (+ and - for S&P, 1, 2, and 3 for Moody’s; or the equivalent gradation for another
Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB-, or from BB to
B+, will constitute a decrease of less than one Full Rating Category).


Section
13.02             Redemption
by Company.


In
the event the aggregate principal amount of the Subject Securities that are surrendered for redemption on any such Redemption
Date is a least 90% of the aggregate principal amount of the Subject Securities Outstanding at the close of business on the day
next preceding such Redemption Date, the remaining Subject Securities not so redeemed will be subject to redemption as a whole,
at the Company’s option, upon not less than 30 days’ notice mailed to each Holder at the address of such Holder appearing
in the Security Register, on a date of redemption selected by the Company that is within 60 days after such Redemption Date, at
a Redemption Price equal to 100% of the principal amount, plus accrued interest to such date of redemption selected by the Company.


Section
13.03             Other
Provisions.


With
respect to any redemption at the option of the Holders of Securities, as hereinabove provided, (x) the first clause of Section
11.06 shall read as follows: “Notice by the Holder of such Holder’s exercise of the redemption right having been
duly given,” and (y) if any Security delivered by the Holder upon exercise of the redemption right is, at the option of
the Holder, to be redeemed in part only, the written notice delivered by the Holder to the Company as aforesaid shall state the
principal amount of the Security which is to be redeemed.


Notwithstanding
the foregoing, the Holders shall not have the redemption right described above if, prior to the occurrence of the Designated Event,
the Company has effected a defeasance or covenant defeasance of the Securities as provided in Article XIV.


Article
XIV

DEFEASANCE AND COVENANT DEFEASANCE


Section
14.01             Company’s
Option to Effect Defeasance or Covenant Defeasance.


The
Company may elect, at its option by Board Resolution at any time, to have either Section 14.02 or Section 14.03
applied to the Outstanding Securities of any series designated pursuant to Section 3.01 as being defeasible pursuant to
this Article XIV (hereinafter called a “Defeasible Series”), upon compliance with the conditions set
forth below in this Article XIV; provided that Section 14.02 shall not apply to any series of Securities that is
convertible into Common Stock as provided in Article XV or convertible into or exchangeable for any other securities pursuant
to Section 3.01(18).



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Section
14.02             Defeasance
and Discharge.


Upon
the Company’s exercise of the option provided in Section 14.01 to have this Section 14.02 applied to the Outstanding
Securities of any Defeasible Series and subject to the proviso to Section 14.01, the Company shall be deemed to have been
discharged from its obligations with respect to the Outstanding Securities of such series as provided in this Section on and after
the date the conditions set forth in Section 14.04 are satisfied (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such series
and this Indenture insofar as the Securities of such series are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or
discharged hereunder: (1) the rights of Holders of Securities of such series to receive, solely from the trust fund described
in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and
interest on such Securities of such series when payments are due, (2) the Company’s obligations with respect to the Securities
of such series under Sections 3.04, 3.05, 3.06, [the covenant requiring the Company to maintain an office
or agency for the payment of Securities] and [the covenant requiring the Company to hold in trust funds for the payment of Securities],
(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article XIV. Subject to compliance
with this Article XIV, the Company may exercise its option provided in Section 14.01 to have this Section 14.02
applied to the Outstanding Securities of any Defeasible Series notwithstanding the prior exercise of its option provided in
Section 14.01 to have Section 14.03 applied to the Outstanding Securities of such series.


Section
14.03             Covenant
Defeasance.


Upon
the Company’s exercise of the option provided in Section 14.01 to have this Section 14.03 applied to the Outstanding
Securities of any Defeasible Series, (1) the Company shall be released from its obligations under Section 8.01, and [the
covenants requiring the Company to maintain its corporate existence and to satisfy its tax obligations and certain other claims,
and any negative covenants applicable to the Securities], and Article XIII, and (2) the occurrence of any event specified
in Sections 5.01(3), 5.01(4) (with respect to Section 8.01, [the covenants requiring the Company to maintain
its corporate existence and to satisfy its tax obligations and certain other claims, and any negative covenants applicable to
the Securities], and Article XIII), 5.01(5) and 5.01(8) shall be deemed not to be or result in an Event of
Default, in each case with respect to the Outstanding Securities of such series as provided in this Section on and after the date
the conditions set forth in Section 14.04 are satisfied (hereinafter called “Covenant Defeasance”).
For this purpose, such Covenant Defeasance means that the Company may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section
5.01(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and
the Securities of such series shall be unaffected thereby.


Section
14.04             Conditions
to Defeasance or Covenant Defeasance.


The
following shall be the conditions to application of either Section 14.02 or Section 14.03 to the Outstanding Securities
of any Defeasible Series:


(1)                
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee that satisfies
the requirements contemplated by Section 6.09 and agrees to comply with the provisions of this Article XIV applicable
to it) 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 Outstanding Securities of such series, (A) money in an amount, or (B) U.S. Government
Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each
case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying
trustee) to pay and discharge, the principal of and any premium and interest on the Securities of such series on the respective
Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S.
Government Obligation” means (x) any security that is (i) a direct obligation of the United States of America for the
payment of which full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable
or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act of 1933, as amended) as custodian with respect to any U.S. Government Obligation specified in Clause (x)
and held by such custodian for the account of the holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any such U.S. Government Obligation, 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 depositary receipt from any amount received by
the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such
depositary receipt.



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(2)                
In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since
the date first set forth hereinabove, there has been a change in the applicable Federal income tax law, in either case (A) or
(B) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series
will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected
with respect to the Securities of such series and will be subject to Federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.


(3)                
In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Holders of the Outstanding Securities of such series will not recognize gain or loss for Federal income
tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Securities of such series and
will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such
deposit and Covenant Defeasance were not to occur.


(4)                
The Company shall have delivered to the Trustee an Officer’s Certificate to the effect that the Securities of such
series, if then listed on any securities exchange, will not be delisted as a result of such deposit.


(5)                
No Event of Default or event that (after notice or lapse of time or both) would become an Event of Default shall have occurred
and be continuing at the time of such deposit or, with regard to any Event of Default or any such event specified in Sections
5.01(6) and (7), at any time on or prior to the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day).


(6)                
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of
the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act).


(7)                
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any
other agreement or instrument to which the Company is a party or by which it is bound.


(8)                
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


(9)                
Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be qualified under such
Act or exempt from regulation thereunder.


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


All
money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 14.06, the Trustee and any such other trustee are referred to collectively
as the “Trustee”) pursuant to Section 14.04 in respect of the Securities of any Defeasible Series shall
be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this Indenture,
to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required
by law.


The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 14.04 or the principal and interest received in respect thereof other than any
such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities.



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Anything
in this Article XIV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time
upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 with respect to Securities
of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.


Section
14.06             Reinstatement.


If
the Trustee or the Paying Agent is unable to apply any money in accordance with this Article XIV with respect to the Securities
of any series by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s obligations under this Indenture and the Securities of such series shall be revived
and reinstated as though no deposit had occurred pursuant to this Article XIV with respect to Securities of such series
until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 14.05
with respect to Securities of such series in accordance with this Article XIV; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any Security of such series following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of Securities of such series to receive such payment from the money
so held in trust.


Article
XV

CONVERSION OF SECURITIES


Section
15.01             Applicability;
Conversion Privilege and Conversion Price.


Securities
of any series which are convertible into Common Stock of the Company shall be convertible in accordance with their terms and (except
as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article.


Subject
to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or any portion of
the outstanding principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount
thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest
1/100 of a share) of Common Stock of the Company at the conversion price, determined as hereinafter provided, in effect at the
time of conversion. Such conversion right shall expire at the close of business on the date specified for Securities of such series.
In case a Security or portion thereof is called for redemption at the election of the Company, such conversion right in respect
of the Security or portion so called shall expire at the close of business on the 10th calendar day before the Redemption Date,
unless the Company defaults in making the payment due upon redemption.


The
price at which shares of Common Stock shall be delivered upon conversion (herein called the “conversion price”)
shall be the price specified in relation to Securities of such series pursuant to Section 3.01, as it shall be adjusted
in certain instances as provided in this Article.



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Section
15.02             Section
15.02 Exercise of Conversion Privilege.


In
order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed
or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose, accompanied by written
notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that
the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion
thereof to be converted. Securities surrendered for conversion during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case
of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied
by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the
principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to
the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption
Date during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening
of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the
close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular Record Date and
prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment
amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and subject to the final paragraph
of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities
surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion.


Securities
shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for
conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders
shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion
date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full
shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section
15.03.


In
the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations
in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.


Section
15.03             Fractions
of Shares.


No
fractional shares of Common Stock shall be issued upon conversion of Securities. If more than one Security shall be surrendered
for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall
be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof) so surrendered. Instead
of any fractional share of Common Stock which would otherwise be issuable upon conversion of any Security or Securities (or specified
portions thereof), the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction
of the daily closing price per share of Common Stock (consistent with Section 15.04(6) below) at the close of business
on the day of conversion.


Section
15.04             Adjustment
of Conversion Price.


(1)                
In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company in
Common Stock, the conversion price in effect at the opening of business on the day following the date fixed for determination
of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such conversion price
by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares
constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business
on the day following the date fixed for such determination. For the purposes of this paragraph (1), the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or
make any distribution on shares of Common Stock held in the treasury of the Company.



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(2)                
In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or
purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in paragraph
(6) of this Section) of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights
or warrants (other than pursuant to a dividend reinvestment plan), the conversion price in effect at the opening of business on
the day following the date fixed for such determination shall be reduced by multiplying such conversion price by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares
of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall
be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the
number of shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately after
the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (2), the
number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall
include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will
not issue any rights or warrants in respect of shares of Common Stock held in the treasury of the Company.


(3)                
In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the conversion
price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be
proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number
of shares of Common Stock, the conversion price in effect at the opening of business on the day following the day upon which such
combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective
immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.


(4)                
In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness
or assets (including securities, but excluding any rights or warrants referred to in paragraph (2) of this Section, any dividend
or distribution paid in cash out of the earned surplus of the Company and any dividend or distribution referred to in paragraph
(1) of this Section), the conversion price shall be adjusted so that the same shall equal the price determined by multiplying
the conversion price in effect immediately prior to the close of business on the date fixed for the determination of stockholders
entitled to receive such distribution by a fraction of which the numerator shall be the current market price per share (determined
as provided in paragraph (6) of this Section) of the Common Stock on the date fixed for such determination less the then fair
market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution
filed with the Trustee) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common
Stock and the denominator shall all be such current market price per share of the Common Stock, such adjustment to become effective
immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled
to receive such distribution.


(5)                
The reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon a consolidation
or merger to which Section 15.11 applies) shall be deemed to involve (a) a distribution of such securities other than Common
Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be “the date fixed
for the determination of stockholders entitled to receive such distribution” and the “date fixed for such determination”
within the meaning of paragraph (4) of this Section), and (b) a subdivision or combination, as the case may be, of the number
of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon which such subdivision
becomes effective” or “the day upon which such combination becomes effective”, as the case may be, such “the
day upon which such subdivision or combination becomes effective” within the meaning of paragraph (3) of this Section).


(6)                
For the purpose of any computation under paragraphs (2) and (4) of this Section, the current market price per share of
Common Stock on any day shall be deemed to be the average of the daily closing prices for the five consecutive trading days (i.e.,
Business Days on which the Common Stock is traded) selected by the Board of Directors commencing not more than 20 trading days
before, and ending not later than, the earlier of the day in question and the day before the “ex” date with
respect to the issuance or distribution requiring such computation. For this purpose, the term “‘ex’ date”,
when used with respect to any issuance or distribution, shall mean the first date on which the Common Stock trades regular way
on the applicable exchange or in the applicable market without the right to receive such issuance or distribution. The closing
price for each day shall be the reported last sale price regular way or, in case no such reported sale takes place on such day,
the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if the
Common Stock is not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the
Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on
the Nasdaq Stock Market or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted
on the Nasdaq Stock Market, the average of the closing bid and asked prices in the over-the-counter market as furnished by any
New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose.



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(7)                
The Company may make such reductions in the conversion price, in addition to those required by paragraphs (1), (2), (3)
and (4) of this Section, as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares
of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe
for stock or from any event treated as such for income tax purposes or for any other reasons. The Company shall have the power
to resolve any ambiguity or correct any error in this paragraph (7) and its actions in so doing shall be final and conclusive.


(8)                
No adjustment in the conversion price shall be required unless such adjustment would require an increase or decrease of
at least one percent in such conversion price; provided, however, that any adjustments which by reason of this paragraph (8) is
not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this
Article shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be.


Section
15.05             Notice
of Adjustments of Conversion Price.


Whenever
the conversion price is adjusted as herein provided:


(A)               
the Company shall compute the adjusted conversion price in accordance with Section 15.04 and shall prepare a certificate
signed by the Treasurer of the Company setting forth the adjusted conversion price and showing in reasonable detail the facts
upon which such adjustment is based, and such certificate shall forthwith be filed at each office or agency maintained for the
purpose of conversion of Securities; and


(B)               
a notice stating that the conversion price has been adjusted and setting forth the adjusted conversion price shall forthwith
be required, and as soon as practicable after it is required, such notice shall be mailed by the Company to all Holders at their
last addresses as they shall appear in the Security Register.


Section
15.06             Notice
of Certain Corporate Action.


In
case:


(A)               
the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out
of its earned surplus; or


(B)               
the Company shall authorize the granting to the holders of its Common Stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any other rights; or


(C)               
of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding
shares of Common Stock), or of any consolidation, merger or share exchange to which the Company is a party and for which approval
of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company;
or


(D)               
of the voluntary or involuntary dissolution, liquidation or winding up of the Company;


then
the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities, and shall
cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or
10 days in any case specified in clause (a) or (b) above) prior to the applicable record or effective date hereinafter specified,
a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants,
or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend,
distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger,
share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which
it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution,
liquidation or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity
of the proceedings described in clauses (a) through (d) of this Section 15.06. If at the time the Trustee shall not be
the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.



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Not
less than seven days prior to any date fixed for the determination of stockholders entitled to receive such distribution, the
Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities, and shall cause
to be mailed to all Holders at their last addresses as they shall appear in the Security Register, a notice stating the date on
which the such determination is to be made, and briefly describing the import thereof. If at the time the Trustee shall not be
the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.


Section
15.07             Company
to Reserve Common Stock.


The
Company shall at all times reserve and keep available out of its authorized but unissued Common Stock, for the purpose of effecting
the conversion of Securities, the full number of shares of Common Stock then issuable upon the conversion of all Outstanding Securities.


Section
15.08             Taxes
on Conversions.


The
Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion
of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of Common Stock in a name other than that of the Holder of the Security
or Securities to be converted, and no such issue or delivery shall be made unless and until the Person requesting such issue has
paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.


Section
15.09             Covenant
as to Common Stock.


The
Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid
and nonassessable and, except as provided in Section 15.08, the Company will pay all taxes, liens and charges with respect
to the issue thereof.


Section
15.10             Cancellation
of Converted Securities.


All
Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which
shall dispose of the same as provided in Section 3.09.


Section
15.11             Provisions
in Case of Consolidation, Merger or Sale of Assets.


In
case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into
the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding
shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person
formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall
have the right thereafter, during the period such Security shall be convertible as specified in Section 15.01, to convert
such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger,
sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted
immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company failed
to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of
which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of
this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer
by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing
shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such
supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The
above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.



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Section
15.12             Responsibility
of Trustee.


Neither
the Trustee nor any conversion agent shall at any time be under any duty or responsibility to any Holder of Securities to determine
whether any fact exists which may require any adjustment of the conversion price, or with respect to the nature or extent of any
such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed,
in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration, validity
or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued
or delivered upon the conversion of any Security; and neither the Trustee nor any conversion agent makes any representation with
respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue or
transfer or deliver any Common Stock or stock certificates or other securities or property or to make any cash payment upon the
surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained in this
Article XV.


Article
XVI

SUBORDINATION OF SECURITIES


Section
16.01             Securities
Subordinate to Senior Indebtedness.


The
Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to
the extent and in the manner hereinafter set forth in this Article, the indebtedness represented by the Securities and the payment
of the principal of (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate
and subject in right of payment to the prior payment in full of all Senior Indebtedness.


Section
16.02             Payment
Over of Proceeds Upon Dissolution, Etc.


In
the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any
liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency
or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company,
then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due
or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money’s
worth, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any)
or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application
to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may
be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding
up or event.


In
the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have
received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time
of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event
such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment
of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect
to any concurrent payment or distribution to or for the holders of Senior Indebtedness.



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For
purposes of this Article only, the words “cash, property or securities” shall not be deemed to include shares
of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a
plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the
time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided
in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or
dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article VII shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes
of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance
or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions set forth in Article VIII.


Section
16.03             Prior
Payment to Senior Indebtedness Upon Acceleration of Securities.


In
the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of
Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in
full of all amounts due or to become due on or in respect of such Senior Indebtedness, or provision shall be made for such payment
in money or money’s worth, before the Holders of the Securities are entitled to receive any payment by the Company on account
of the principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities;
provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with
Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption
or otherwise) prior to such default or which have been converted pursuant to Article XV.


In
the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security
prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have
been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.


The
provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.


Section
16.04             No
Payment When Senior Indebtedness in Default.


(a)
In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any
Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect
to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming
or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until
such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded
or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event
of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities
or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent
the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02
Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant
to Article XV.


In
the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security
prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have
been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.


The
provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.



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Section
16.05             Payment
Permitted If No Default.


Nothing
contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent the Company, at any time except
during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors
or other marshalling of assets and liabilities of the Company referred to in Section 16.02 or under the conditions described
in Section 16.03 or 16.04, from making payments at any time of principal of (and premium, if any) or interest on
the Securities.


Section
16.06             Subrogation
to Rights of Holders of Senior Indebtedness.


Subject
to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated (equally and ratably with
the holders of all indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially
the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders
of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness
until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation,
no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders
of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to
the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among
the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, be deemed to be a payment
or distribution by the Company to or on account of the Senior Indebtedness.


Section
16.07             Provisions
Solely to Define Relative Rights.


The
provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities
on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this
Indenture or in the Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional (and which,
subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general
obligations of the Company), to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness;
or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive
cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.


Section
16.08             Trustee
to Effectuate Subordination.


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


Section
16.09             No
Waiver of Subordination Provisions.


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


Without
in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to
the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change
the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend
or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.



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Section
16.10             Notice
to Trustee.


The
Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making
of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Indebtedness or from any trustee therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 6.01, shall be entitled in all respects to assume that
no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at
least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply
the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be
received by it within three Business Days prior to such date.


Subject
to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee therefor) to establish that such notice has been
given by a holder of Senior Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction
of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person
to receive such payment.


Section
16.11             Reliance
on Judicial Order or Certificate of Liquidating Agent.


Upon
any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section
6.01, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee
for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders
of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article.


Section
16.12             Trustee
Not Fiduciary for Holders of Senior Indebtedness.


The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other
Person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.



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Section
16.13             Rights
of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.


The
Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture
shall deprive the Trustee of any of its rights as such holder.


Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.


Section
16.14             Article
Applicable to Paying Agents.


In
case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder,
the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided, however, that Section 16.13 shall not apply
to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


Section
16.15             Certain
Conversions Deemed Payment.


For
the purposes of this Article only, (1) the issuance and delivery of junior securities upon conversion of Securities in accordance
with Article XV shall not be deemed to constitute a payment or distribution on account of the principal of or premium or
interest on Securities or on account of the purchase or other acquisition of Securities, and (2) the payment, issuance or delivery
of cash, property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment
on account of the principal of such Security. For the purposes of this Section, the term “junior securities” means
(a) shares of any stock of any class of the Company and (b) securities of the Company which are subordinated in right of payment
to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the
same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. Nothing contained
in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional,
of the Holder of any Security to convert such Security in accordance with Article XV.


Section
16.16             Trust
Moneys Not Subordinated.


Notwithstanding
anything contained herein to the contrary, payments from moneys or the proceeds of U.S. Government Obligations held in trust under
Article XIV by the Trustee for the payment of principal of, premium, if any, and interest on the Securities from the date
of deposit (if made in compliance with this Indenture) shall not be subordinated to the prior payment of any Senior Indebtedness
or subject to the restraints set forth in this Article, and none of the Securityholders shall be obligated to pay over any such
amount to the Company or any holder of Senior Indebtedness of the Company or any other creditor of the Company.


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




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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.


	 	 	 
	 	ESSENTIAL
    UTILITIES, INC.
	 	 
		By: 	     
	 	 	Name:
	 	 	Title:
	 
	 	[NAME
    OF TRUSTEE]
	 	 
		By:	 
	 	 	Name:
	 	 	Title:




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