Exhibit 4.2


 


 









 


ASTORIA FINANCIAL CORPORATION,


 


as Issuer


 


and


 


______________________,


 


as Trustee


 


INDENTURE


 


Dated as of _______ ____, _______


 


SUBORDINATED DEBT SECURITIES


 





 






 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I
	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 
	Section 1.1	Definitions	2
	Section 1.2	Incorporation by Reference of Trust Indenture Act	8
	Section 1.3	Rules of Construction	8
	 	 	 
	ARTICLE II
	 
	THE SECURITIES
	 	 	 
	Section 2.1 	Forms of Securities Generally	9
	Section 2.2	Form of Legend for Global Securities	9
	Section 2.3	Form of Trustee’s Certificate of Authentication	10
	Section 2.4	Amount Unlimited; Issuable in Series	10
	Section 2.5	Denominations	13
	Section 2.6	Execution, Authentication, Delivery and Dating	13
	Section 2.7	Registrar and Paying Agent	15
	Section 2.8	Paying Agent to Hold Money and Securities in Trust	15
	Section 2.9	Holder Lists	15
	Section 2.10	Registration, Registration of Transfer and Exchange	15
	Section 2.11	Mutilated, Destroyed, Lost and Stolen Securities	18
	Section 2.12	Acts of Holders; Record Dates	18
	Section 2.13	Temporary Securities	19
	Section 2.14	Cancellation	20
	Section 2.15	Persons Deemed Owners	20
	Section 2.16	Computation of Interest	20
	Section 2.17	CUSIP Numbers	20
	Section 2.18	Ranking	21
	Section 2.19	Payment of Interest; Defaulted Interest	21
	 	 	 
	ARTICLE III
	 
	OPTIONAL REDEMPTION
	 	 	 
	Section 3.1 	Applicability of Article	22
	Section 3.2	Election to Redeem; Notices to Trustee	22
	Section 3.3	Selection by Trustee of Securities to Be Redeemed	22
	Section 3.4	Notice of Redemption	23
	Section 3.5	Effect of Notice of Redemption	23
	Section 3.6	Deposit of Redemption Price	24
	Section 3.7	Securities Redeemed in Part	24


 




    	 



    	 



    

 


	Section 3.8	No Mandatory Redemption	24
	 	 	 
	ARTICLE IV
	 
	COVENANTS
	 	 	 
	Section 4.1 	Payment of Principal, Premium and Interest	24
	Section 4.2	Money for Securities Payments to Be Held in Trust	24
	Section 4.3	Maintenance of Office or Agency	25
	Section 4.4	Reports	26
	Section 4.5	Compliance Certificate	26
	Section 4.6	Existence	26
	Section 4.7	Payment of Taxes and Other Claims	27
	Section 4.8	Waiver of Certain Covenants	27
	Section 4.9	Calculation of Original Issue Discount	27
	Section 4.10	Tax Payment and Tax Withholding Obligations	27
	 	 	 
	ARTICLE V
	 
	SUCCESSORS
	 	 	 
	Section 5.1 	When the Company May Merge, Consolidate or Transfer Assets	28
	Section 5.2	Successor Corporation Substituted	28
	Section 5.3	Officers’ Certificate and Opinion of Counsel to Be Given to Trustee	28
	 	 	 
	ARTICLE VI
	 
	REMEDIES
	 	 	 
	Section 6.1 	Events of Default	29
	Section 6.2	Acceleration	29
	Section 6.3	Trustee May Enforce Claims without Possession of Securities: Delay or Omission Not Waiver	30
	Section 6.4	Waiver of Past Defaults	30
	Section 6.5	Control by Majority	30
	Section 6.6	Limitation on Suits	31
	Section 6.7	Unconditional Right of Holders to Receive Payment	31
	Section 6.8	Collection of Indebtedness and Suits for Enforcement by Trustee	31
	Section 6.9	Trustee May File Proofs of Claim	32
	Section 6.10	Priorities.	33
	Section 6.11	Undertaking for Costs	33
	Section 6.12	Restoration of Rights and Remedies	33
	Section 6.13	Rights and  Remedies Cumulative	33


 




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	ARTICLE VII
	 
	TRUSTEE
	 	 	 
	Section 7.1 	Duties of Trustee	34
	Section 7.2	Rights of Trustee	35
	Section 7.3	Individual Rights of Trustee	36
	Section 7.4	Notice of Defaults	36
	Section 7.5	Reports by Trustee to Holders	36
	Section 7.6	Compensation and Indemnity	37
	Section 7.7	Replacement of Trustee	38
	Section 7.8	Successor Trustee by Merger, Etc.	38
	Section 7.9	Eligibility; Disqualification	39
	Section 7.10	Preferential Collection of Claims Against Company	39
	Section 7.11	Appointment of Authenticating Agent	39
	Section 7.12	Other Capacities	41
	 	 	 
	ARTICLE VIII
	 
	SATISFACTION AND DISCHARGE OF INDENTURE;
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 
	Section 8.1 	Satisfaction and Discharge	41
	Section 8.2	Option to Effect Legal Defeasance or Covenant Defeasance	42
	Section 8.3	Legal Defeasance and Discharge	42
	Section 8.4	Covenant Defeasance	43
	Section 8.5	Conditions to Legal or Covenant Defeasance	43
	Section 8.6	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	44
	Section 8.7	Repayment to Company	45
	Section 8.8	Reinstatement	45
	 	 	 
	ARTICLE IX
	 
	SUPPLEMENTAL INDENTURES/AMENDMENTS
	 	 	 
	Section 9.1 	Without Consent of Holders	45
	Section 9.2	With Consent of Holders	47
	Section 9.3	Compliance with Trust Indenture Act	47
	Section 9.4	Notation on or Exchange of Securities	48
	Section 9.5	Trustee to Sign Supplemental Indentures	48
	Section 9.6	Effect of Supplemental Indentures	48


 




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	ARTICLE X
	 
	MISCELLANEOUS
	 	 	 
	Section 10.1 	Trust Indenture Act Controls	48
	Section 10.2	Notices, Etc. to Trustee and Company	48
	Section 10.3	Notice to Holders; Waiver	49
	Section 10.4	Communication by Holders with Other Holders	50
	Section 10.5	Certificate and Opinion as to Conditions Precedent	50
	Section 10.6	Statements Required in Certificate or Opinion	50
	Section 10.7	Form of Documents Delivered to Trustee	51
	Section 10.8	Rules by Trustee and Agents	51
	Section 10.9	Limitation on Individual Liability	51
	Section 10.10	Governing Law	51
	Section 10.11	Waiver of Jury Trial	51
	Section 10.12	Benefits of Indenture.	52
	Section 10.13	Severability.	52
	Section 10.14	Table of Contents, Headings, Etc.	52
	Section 10.15	Execution.	52
	 	 	 
	ARTICLE XI
	 
	SUBORDINATION OF SECURITIES
	 	 	 
	Section 11.1 	Securities Subordinate to Senior Indebtedness.	52
	Section 11.2	Payment Over of Proceeds upon Dissolution, Etc.	53
	Section 11.3	Prior Payment to Senior Indebtedness upon Acceleration of Securities.	54
	Section 11.4	No Payment When Senior Indebtedness in Default.	55
	Section 11.5	Subrogation to Rights of Holders of Senior Indebtedness.	55
	Section 11.6	Trustee and Holders of Securities May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Indebtedness; Trustee Not Fiduciary to Holders of Senior Indebtedness.	56
	Section 11.7	Payment Permitted If No Default.	56
	Section 11.8	Trustee Not Charged with Knowledge of Prohibition.	57
	Section 11.9	Trustee to Effectuate Subordination.	57
	Section 11.10	Rights of Trustee as Holder of Senior Indebtedness.	57
	Section 11.11	Article Applicable to Paying Agents.	57
	Section 11.12	Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Indebtedness.	58
	Section 11.13	Provisions Solely to Define Relative Rights.	58
	Section 11.14	Trustee’s Rights to Compensation, Reimbursement of Expenses and Indemnification.	58
	Section 11.15	Modification of Subordination Provisions.	58


 




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Cross Reference Table


  


 






 


Showing Reflection of Certain Provisions Required Pursuant
to Section 310 through 318(a) of the Trust Indenture Act of 1939, as Amended.


 


	 TIA	 	Section 
	 	 	 
	SECTION 310	 
	 	(a)(1)	7.9
	 	(a)(2)	7.9
	 	(a)(3)	Not Applicable
	 	(a)(4)	Not Applicable
	 	(a)(5)	7.9
	 	(b)	7.7, 7.9
	 	 	 
	SECTION 311	 
	 	(a)	7.10
	 	(b)	7.10
	 	 	 
	 	 	 
	SECTION 312	 
	 	(a)	2.9
	 	(b)	10.4
	 	(c)	10.4
	 	 	 
	SECTION 313	 
	 	(a)	7.5
	 	(b)(1)	Not Applicable   
	 	(b)(2)	7.5, 7.6
	 	(c)	7.4, 7.5
	 	(d)	7.5
	 	 	 
	SECTION 314	 
	 	(a)(1), (2) and (3)	4.4
	 	(a)(4)	4.4, 10.6
	 	(b)	Not Applicable
	 	(c)(1)	10.5, 10.6


 


 



1This Table is not, and shall not, for any purpose,
be deemed, to be a part of the Indenture.


 




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	 	(c)(2)	10.5, 10.6
	 	(c)(3)	Not Applicable
	 	(d)	Not Applicable
	 	(e)	10.6
	 	(f)	Not Applicable
	 	 	 
	SECTION 315	 
	 	(a)	7.1, 7.2(a), (b)
	 	(b)	7.1, 7.4
	 	(c)	7.1
	 	(d)	7.1, 7.6
	 	(d)(1)	7.1, 7.6
	 	(d)(2)	7.1, 7.6
	 	(d)(3)	7.1, 7.6
	 	(e)	6.11, 7.1
	 	 	 
	SECTION 316	 
	 	(a)(1)(A)	6.4, 6.5
	 	(a)(1)(B)	6.4, 6.5
	 	(a)(2)	Not Applicable
	 	(a) last sentence	1.1
	 	(b)	6.7, 6.8, 6.10
	 	(c)	2.12, 6.10
	 	 	 
	SECTION 317	 
	 	(a)(1)	6.3
	 	(a)(2)	6.9
	 	(b)	2.8
	 	 	 
	SECTION 318	 
	 	(a)	10.1
	 	 	 


 




    	 



    	 



    

 


INDENTURE, dated as of _________ ___, ______,
between Astoria Financial Corporation, a Delaware corporation (the “Company”), and _________, as trustee (the
“Trustee”).


 


RECITALS OF THE COMPANY


 


The Company deems it necessary to issue from
time to time for its lawful purposes subordinated debt securities (the “Securities”) evidencing its unsecured
subordinated indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance from
time to time of the Securities, unlimited as to aggregate Principal Amount, to bear interest at the rates or formulas, to mature
at such times and to have such other provisions as shall be fixed therefor as hereinafter provided.


 


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


 


This Indenture is subject to the provisions
of the TIA (as defined below) that are required to be a part of this Indenture and, to the extent applicable, shall be governed
by such provisions.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and
the purchase of the Securities by the registered holders thereof (the “Holders”), the Company and the Trustee
agree as follows for the equal and proportionate benefit of the Holders:


 


ARTICLE
I 



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1           Definitions.


 


“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 the meanings
correlative to the foregoing.


 


“Agent” means the Registrar
or any Paying Agent, Authenticating Agent or securities custodian.


 


“Agent Members” has the
meaning assigned to it in Section 2.2.


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures
of the Depositary for such Security, in each case to the extent applicable to such transaction and as in effect from time to time.


 




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“Authenticating Agent”
has the meaning assigned to it in Section 7.11.


 


“Authentication Order”
means a written order of the Company, signed by two Officers of the Company, directing the Trustee to authenticate the Securities
for original issue.


 


“Bankruptcy Law” means
Title 11 of the United States Code (11 U.S.C.§§101 et. seq.) or any similar federal or state law for the relief of debtors.


 


“Board of Directors” means
the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board of Directors.


 


“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” means, unless
otherwise specified, any day that is not a Saturday, a Sunday or a day on which banking institutions in the City of New York or
place for payment are authorized by law, regulation or executive order to remain closed. If a payment date is not a Business Day,
payment may be made on the next succeeding day that is a Business Day and no interest shall accrue on such payment for the intervening
period.


 


“Capital Stock” means (i) in
the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or
limited liability company, partnership or membership interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of,
the issuing Person.


 


“Company” has the meaning
assigned to it in the preamble to this Indenture until a successor corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.


 


“Company Order” means a
written request or order in the name of the Company, signed by two Officers of the Company, delivered to the Trustee.


 


“Consolidated Assets” means
all assets owned directly by the Company or indirectly by the Company through any Subsidiary and reflected on the Company’s
consolidated balance sheet prepared in accordance with GAAP.


 


“Corporate Trust Office of the Trustee”
means the corporate trust office of the Trustee located at _________, Attn: Astoria Financial Corporation Administrator, or such
other address as the Trustee may designate from time to time by notice to the Company.


 


“Covenant Defeasance” has
the meaning assigned to it in Section 8.4.


 


“Default” means any event
that is, or with the passage of time or the giving of notice (or both) would be, an Event of Default.


 




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“Defaulted Interest” has
the meaning assigned to it in Section 2.19.


 


“Definitive Security” means
a certificated Security registered in the name of the Holder thereof.


 


“Depositary” means DTC
and any successor thereto or nominee thereof, or with respect to the Securities of any Series issuable or issued in whole or in
part in the form of one or more Global Securities, the Person designated as Depositary for such Series by the Company pursuant
to this Indenture or a Supplemental Indenture, which Person shall be a clearing agency registered under the Exchange Act.


 


“DTC” means The Depository
Trust Company.


 


“Event of Default” has
the meaning assigned to it in Section 6.1.


 


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


 


“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants, the statements and pronouncements of the Financial Accounting Standards
Board and such other statements by such other entities (including the SEC) as have been accepted by a significant segment of the
accounting profession, which are applicable at the date of this Indenture.


 


“Global Security” means,
when used with respect to any Series of Securities issued hereunder, a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture
and a Supplemental Indenture, which shall be registered in the name of the Depositary or its nominee and which shall represent,
and shall be denominated in an amount equal to the aggregate Principal Amount of, all the Outstanding Securities of such Series
or any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date
or dates on which principal is due, and interest rate or method of determining interest and which shall bear the Global Securities
Legend.


 


“Global Securities Legend”
means the legend set forth in Section 2.2 of this Indenture, which is required to be placed on all Global Securities issued under
this Indenture or a Supplemental Indenture.


 


“Government Securities”
means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States
pledges its full faith and credit.


 


“Holder” has the meaning
assigned to it in the recitals to this Indenture.


 


“Indenture” means this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more Supplemental Indentures
entered into pursuant to the applicable provisions of this Indenture, including, for all purposes of this Indenture and any such
Supplemental Indenture, the provisions of the TIA that are deemed to be a part of and govern this Indenture and any such Supplemental
Indenture, respectively. The term “Indenture” shall also include the terms of particular Series of Securities established
as contemplated herein.


 




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


 


“Legal Defeasance” has
the meaning assigned to it in Section 8.3.


 


“Lien” has the meaning
assigned to it in Section 7.6.


 


“Material Subsidiary” means
Astoria Bank and any successor thereof.


 


“Officer” means, with respect
to any Person, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person.


 


 “Officers’ Certificate”
means, with respect to any Person, a certificate that meets the requirements of Section 10.5 hereof signed on behalf of such Person
by either the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of
such Person and another Officer of such Person.


 


“Opinion of Counsel” means
a written opinion from legal counsel, that meets the requirements of Section 10.5. Such legal counsel may be an employee of or
counsel to the Company or any Subsidiary of 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 Stated Maturity thereof pursuant to Section 6.2 hereof.


 


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


 


(i)       Securities
previously cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(ii)      Securities
for whose payment or redemption money in the necessary amount has been previously 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 for such redemption satisfactory to the Trustee has been made;


 


(iii)     Securities
which have been paid pursuant to Section 2.11 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 protected purchaser in whose hands such Securities are valid
obligations of the Company;


 




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(iv)     Securities
which have been defeased pursuant to Section 8.3; and


 


(v)      Securities
not deemed outstanding pursuant to Section 3.3;


 


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 under this Indenture, (i) the Principal Amount of an Original Issue Discount Security that
shall be deemed to be Outstanding shall be the amount of the principal that would be due and payable as of the date of such determination
upon acceleration of its maturity pursuant to Section 6.2, (ii) if, as of such date, the Principal Amount payable at the Stated
Maturity of a Security is not determinable, the Principal Amount of such Security which shall be deemed to be Outstanding shall
be the amount as specified or determined as contemplated by Section 2.4, and (iii) 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.


 


“Paying Agent” has the
meaning assigned to it in Section 2.7.


 


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


 


“Principal Amount” means,
with respect to any Security, the amount as set forth on the face of such Security.


 


“Redemption Date” has the
meaning assigned to it in Section 3.2.


 


“Registrar” has the meaning
assigned to it in Section 2.7.


 


“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 2.4.


 


“Responsible Officer,”
when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above
designated officers with direct responsibility for the administration of this Indenture 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.


 


“SEC” means the Securities
and Exchange Commission.


 




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“Securities” has the meaning
specified in the recitals to this Indenture.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Security Register” has
the meaning assigned to it in Section 2.7.


 


“Senior Indebtedness” means
any obligation of the Company to its creditors, whether now outstanding or subsequently incurred, other than any obligation where,
in the instrument creating or evidencing the obligation or pursuant to which the obligation is outstanding, it is provided that
the obligation is not Senior Indebtedness. Senior Indebtedness includes, without limitation:


 


(1)      the
principal of (and premium, if any) and interest in respect of indebtedness of the Company for purchased or borrowed money, whether
or not evidenced by securities, notes, debentures, bonds or other similar instruments issued by the Company;


 


(2)      all
capital lease obligations of the Company;


 


(3)      all
obligations of the Company issued or assumed as the deferred purchase price of property, all conditional sale obligations of the
Company and all obligations of the Company under any conditional sale or title retention agreement, but excluding trade accounts
payable in the ordinary course of business;


 


(4)      all
obligations of the Company arising from off-balance sheet guarantees and direct credit substitutes, including obligations in respect
of any letters of credit, bankers acceptance, security purchase facilities and similar credit transactions;


 


(5)      all
obligations of the Company associated with derivative products, including obligations in respect of interest rate swap, cap or
other agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts and
other similar agreements;


 


(6)      all
obligations of the type referred to in clauses (1) through (5) of other Persons for the payment of which the Company is responsible
or liable as obligor, guarantor or otherwise;


 


(7)      all
obligations of the type referred to in clauses (1) through (6) of other Persons secured by any lien on any property or asset of
the Company whether or not such obligation is assumed by the Company; and


 


(8)      any
deferrals, renewals or extensions of any such Senior Indebtedness.


 


Notwithstanding the foregoing, Senior Indebtedness
does not include:


 


(1)      the
Securities;


 


(2)      trade
accounts payable arising in the ordinary course of business; and


 




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(3)      any
indebtedness that by its terms is subordinated to, or ranks on an equal basis with, the Securities.


 


“Series” or “Series
of Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections
2.4, 2.5 and 2.6 hereof.


 


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


 


“Subsidiary” means, with
respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person, (ii) any partnership
(a) the sole general partner or the managing general partner of which is such Person or an entity described in clause (i)
and related to such Person or (b) the only general partners of which are such Person or of one or more entities described
in clause (i) and related to such Person (or any combination thereof) and (iii) any limited liability company of which more than
50% of the total membership interests is at the time owned or controlled, directly or indirectly, by such Person.


 


“Supplemental Indenture”
means an indenture entered into by the Company and Trustee supplemental to this Indenture.


 


“TIA” means the Trust Indenture
Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.


 


 “Trustee” means the
party named as such in the preamble to this Indenture until a successor replaces such party in accordance with the applicable provisions
of this Indenture and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder; provided,
however, that if at any time there is more than one such person, “Trustee” as used with respect to the Securities
of or within any Series shall mean only the Trustee with respect to the Securities of that Series.


 


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


  


Section 1.2           Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. All terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA, have the meanings so assigned to them.


  


Section 1.3           Rules
of Construction. Unless the context otherwise requires:


 


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


 




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


 


(c)      “or”
is not exclusive;


 


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


 


(e)      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; and


 


(f)       headings
are used for convenience of reference only and do not affect interpretation.





 


ARTICLE
II 



THE SECURITIES


  


Section 2.1           Forms
of Securities Generally. The Securities of each Series shall be in substantially such form or
forms as shall be established by or pursuant to one or more Board Resolutions or in one or more Supplemental Indentures, or in
an Officers’ Certificate pursuant to such Board Resolution or any such Supplemental Indenture, 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 on them as may be required to comply with the
rules of any securities exchange or as may, consistently with this Indenture, 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 2.6 for the
authentication and delivery of such Securities.


 


All 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 2.2           Form
of Legend for Global Securities. Any Global Security authenticated and delivered under this Indenture shall bear a legend
(in addition to any legend that may be required by the applicable requirements of the Depositary) in substantially the following
form:


 




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“THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO IN THIS SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR ITS NOMINEE. 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 ITS NOMINEE OR A SUCCESSOR OF SUCH DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR AND NO SUCH TRANSFER
MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THIS 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.”


 


Neither any members of, or participants in,
the Depositary (collectively, the “Agent Members”) nor any other Persons on whose behalf Agent Members may act
shall have any rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the
Trustee as the custodian for the Depositary or under such Global Security, and the Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between
the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices
of such Persons governing the exercise of the rights of a holder of a beneficial interest in any Global Security.


  


Section 2.3           Form
of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially
the following form:





 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	Dated:	 
	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Section 2.4           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 2.6, set forth, or determined in
the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or Supplemental Indenture, or established
in one or more Supplemental Indentures, prior to the issuance of Securities of any Series,


 




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(1)      the
title of the Securities of the Series (which shall distinguish the Securities of that 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 Sections 2.10, 2.11, 2.13 or 3.7 and except for any Securities which, pursuant to Section 2.6, are deemed
never to have been authenticated and delivered under this Indenture);


 


(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 (and premium, if any) 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 in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and
interest on the 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 and, if other than by a Board Resolution, the manner in which
any election by the Company to redeem the Securities shall be evidenced;


 


(8)      the
obligation, if any, of the Company to redeem, purchase, or repay Securities of the Series pursuant to any mandatory redemption,
sinking fund, or analogous provision or at the option of a Holder of the Security, 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, purchased, or repaid,
in whole or in part, pursuant to such obligation;


 


(9)      if
other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities
of the Series shall be issuable;


 


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


 


(11)    if
other than the Principal Amount of the Securities of the Series, the portion of the Principal Amount of Securities which shall
be payable upon declaration of acceleration of its maturity;


 




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(12)    if
the Principal Amount payable at the Stated Maturity of any Securities of the Series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be the Principal Amount of such Securities as of any such
date for any purpose under the Securities or this Indenture, including the Principal Amount which shall be due and payable upon
any maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity
(or, in any such case, the manner in which such amount deemed to be the Principal Amount shall be determined);


 


(13)    the
application, if any, of either or both of Section 8.3 and Section 8.4 to the Securities of the Series (including, in the case of
Section 8.4, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board
Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;


 


(14)    whether
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 (if other than DTC), and any circumstances other than
those set forth in Section 2.10 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 its nominee and in which any such transfer
may be registered;


 


(15)    any
Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the Series;


 


(16)    any
other covenant or warranty included for the benefit of Securities of the Series in addition to (and not inconsistent with) those
included in this Indenture for the benefit of Securities of all Series, or any other covenant or warranty included for the benefit
of Securities of the Series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all
Series, or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all Series shall
not be for the benefit of Securities of such Series, or any change to or combination of the provisions of any such covenant or
warranty included in this Indenture for the benefit of Securities of all Series which applies to the Securities of such series;


 


(17)    any
addition to, deletion from, or change in the Events of Default which applies to any Securities of the Series and any change in
the right of the Trustee or the requisite Holders of such Securities to declare the Principal Amount of such Securities due and
payable pursuant to Section 6.2; and


 


(18)    any
other terms of the Securities of such Series, or of any specified tenor thereof.


 


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 this Article II, or determined in the manner provided, in the Officers’ Certificate referred to above
or in any Supplemental Indenture.


 




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Unless otherwise provided with respect to
the Securities of any Series, at the option of the Company, interest on the Securities of any Series that bears interest may be
paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register.


 


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 Securities shall be subordinated in right
of payment to Senior Indebtedness as provided in Article XI hereof.


  


Section 2.5           Denominations.
The Securities of each Series shall be issuable in registered form without coupons in such denominations as shall be specified
as contemplated by Section 2.4. In the absence of any such provisions with respect to the Securities of any Series, the Securities
of such Series shall be issuable in denominations of $1,000 and any integral multiples of such denominations.


  


Section 2.6           Execution,
Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, its Chief
Executive Officer, its President, or one of its Vice Presidents, and may (but need not) have the corporate seal of the Company
affixed or reproduced thereon and, if so affixed or reproduced, attested by its Secretary or one of its Assistant Secretaries.
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.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of any Series executed by the Company to the Trustee
for authentication and, provided that the Board Resolutions and Officers’ Certificate or Supplemental Indenture with respect
to such Series of Securities and a Company Order for the authentication and delivery have been delivered to the Trustee, the Trustee
in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver
such Securities. 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 7.1) shall be fully protected in relying upon,
unless and until such documents have been superseded or revoked:


 


(a)      any
Board Resolution, Officers’ Certificate and/or executed Supplemental Indenture referred to in Section 2.1 and Section 2.4
hereof by or pursuant to which the form or forms and terms of the Securities of such Series were established;


 




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(b)      an
Officers’ Certificate setting forth the form or forms and the terms of the Securities of such Series, stating that such form
or forms and terms have been established pursuant to Section 2.1 and Section 2.4 and comply with this Indenture, and covering such
other matters as the Trustee may reasonably request; and


 


(c)      an
Opinion of Counsel, substantially to the effect that:


 


(i)          the
form or forms of the Securities of such Series have been duly authorized and established in conformity with the provisions of this
Indenture;


 


(ii)         the
terms of the Securities of such Series (or the manner of determining such terms) have been established in conformity with the provisions
of this Indenture; and


 


(iii)        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 and other customary qualifications and
assumptions.


 


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,
liabilities or immunities under the Securities or this Indenture or otherwise.


 


Notwithstanding the provisions of Section
2.4 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 above specified documents 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 in this Indenture executed by the Trustee by manual signature of an authorized signatory,
and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided
in Section 2.14, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered
under this Indenture and shall never be entitled to the benefits of this Indenture.


   




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Section 2.7           Registrar
and Paying Agent. The Company shall maintain, with respect to each Series of Securities, an
office or agency where Securities of such Series may be presented for registration of transfer or for exchange (“Registrar”),
and an office or agency where Securities of such Series may be presented for purchase or payment (“Paying Agent”).
The Registrar shall keep a register (“Security Register”) with respect to each Series of Securities and of
their transfer and exchange. The Company may have one or more additional paying agents. The term Paying Agent includes any additional
paying agent and the term Registrar includes any co-registrars.


 


The Company shall enter into an appropriate
agency agreement with any Registrar or Paying Agent (in each case, if such person is a person other than the Trustee). The agreement
shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall
be entitled to appropriate compensation therefor pursuant to Section 7.6. The Company or any Subsidiary of the Company or an Affiliate
of any of them may act as Paying Agent or Registrar.


 


The Company hereby appoints the Trustee as
Registrar and Paying Agent for each Series of the Securities unless another Registrar or Paying Agent, as the case may be, is appointed
prior to the time Securities of that Series are first issued. The Trustee may resign from any or all of such appointments upon
30 days’ written notice to the Company.


  


Section 2.8           Paying
Agent to Hold Money and Securities in Trust. Except as otherwise provided herein, on or prior to each due date of payments
in respect of any Series of Securities, the Company shall deposit with the Paying Agent a sum of money (in immediately available
funds if deposited on the due date) sufficient to make such payments when so becoming due. The Company shall require each Paying
Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders of
any Series of Securities or the Trustee all money held by the Paying Agent for the making of payments in respect of the Securities
of such Series and shall notify the Trustee of any default by the Company in making any such payment. At any time during the continuance
of any such default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all money so
held in trust. If the Company, a Subsidiary of the Company or an Affiliate of any of them acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon doing so, the Paying Agent shall
have no further liability for the money.


  


Section 2.9           Holder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of
the names and addresses of the Holders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the
Trustee is not the Registrar, the Company shall cause to be furnished to the Trustee at least semiannually on January 1 and July
1 a listing of the Holders of each Series of Securities dated within 15 days of the date on which the list is furnished and, at
such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of each Series of Securities.


  


Section 2.10         Registration,
Registration of Transfer and Exchange. Upon surrender for registration of transfer of any Security of any Series at the office
of the Registrar, 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.


 




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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 to the Registrar 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 Registrar, duly executed by the Holder 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 the Trustee 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.


 


The Company shall not be required (i) 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 3.3 and ending
at the close of business on the day of such mailing, or (ii) 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 and except as otherwise specified as contemplated by Section 2.4, 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, except as provided in this paragraph. Notwithstanding the foregoing and except
as otherwise specified as contemplated by Section 2.4, if (A)(1) at any time the Depositary for the Securities of a Series represented
by a Global Security or Global Securities notifies the Company that it is unwilling or unable to continue as a Depositary for the
Securities of such Series or ceases to be a clearing agency registered and in good standing under the Exchange Act or other applicable
statute or regulation and (2) a successor Depositary for the Securities of such Series is not appointed by the Company or, if appointed,
has not accepted such appointment, within 90 days after the Company receives such notice or becomes aware of such condition, (B)
an Event of Default has occurred and is continuing with respect to the Securities of such Series and the Registrar has received
a request from the Depositary to issue certificated securities in lieu of all or a portion of the Global Securities of such Series
(in which case the Company shall deliver certificated securities within 30 days of such request) or (3) the Company at any time
and in its sole discretion determines that the Securities of any Series issued in the form of one or more Global Securities shall
no longer be represented by such Global Security or Global Securities, the Company will execute, and the Trustee, upon Company
request, will authenticate and deliver, Securities of such Series in definitive form in an aggregate Principal Amount equal to
the Principal Amount of the Global Security or Global Securities representing Securities of such Series in exchange for such Global
Security or Global Securities.


 




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Upon the occurrence in respect of any Global
Security of any Series of any one or more of the conditions specified in the immediately preceding paragraph or such other conditions
as may be specified as contemplated by Section 2.4 for such Series, such Global Security may be exchanged for Securities registered
in the names of, and the transfer of such Global Security may be registered to, such Persons (including Persons other than the
Depositary with respect to such Series and its nominees) as such Depositary shall direct. Notwithstanding any other provision of
this Indenture, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any
Global Security shall also be a Global Security and shall bear the legend or legends specified in Section 2.2 except for any Security
authenticated and delivered in exchange for, or upon registration of transfer of, a Global Security pursuant to the preceding sentence.


 


If any Global Security is to be exchanged
for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar
for exchange or cancellation as provided in this Article II. If any Global Security is to be exchanged for other Securities or
cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security,
then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article II or (ii)
the principal amount thereof shall be reduced, or increased by an amount equal to the portion thereof to be so exchanged or cancelled,
or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be,
by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable
Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon
any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee
shall, subject to the immediately preceding two paragraphs and as otherwise provided in this Article II, authenticate and deliver
any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the
Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall
be fully protected in relying on, such instructions.


 


The Depositary or its nominee, as the registered
owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities,
and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly,
any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall
be effected only through, records maintained by the Depositary or its nominee or its Agent Members. Neither the Trustee nor the
Registrar shall have any liability in respect of any transfers effected by the Depositary.


 


The rights of owners of beneficial interests
in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements
between such owners and the Depositary and/or its Agent Members.


 




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Section 2.11         Mutilated,
Destroyed, Lost and Stolen Securities. If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company
and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any security, and there is delivered
to the Company and the Trustee such security or indemnity bond as may be required by them to save each of them harmless, then,
in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company
shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security
or in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series, like tenor and Principal Amount,
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, or is about to be redeemed by the Company pursuant to Article III
hereof, the Company in its discretion may, instead of issuing a new Security, pay or redeem such Security, as the case may be.


 


Upon the issuance of any new Securities 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 reasonable fees and expenses of the Trustee and the reasonable
fees and disbursements of its counsel) connected therewith.


 


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


 


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





 


Section 2.12         Acts
of Holders; Record Dates.


 


(a)      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 an agent duly appointed in writing; and, except as otherwise expressly provided in this Indenture,
such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is expressly
required by this Indenture, to the Company. Such instrument or instruments (and the action embodied in and evidenced by such instrument
or instruments) are 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 7.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.


 


Without limiting the generality of the foregoing,
a Holder, including a Depositary that (or whose nominee) is a Holder of a Global Security, may make, give, or take, by a proxy
or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver, or other action provided
or permitted in this Indenture to be made, given, or taken by Holders, and a Depositary that (or whose nominee) is a Holder of
a Global Security may provide its proxy or proxies to the beneficial owners of interests in any such Global Security.


 




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(b)      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 its execution. Where such execution is by a signer acting
in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient
proof of such signer’s 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.


 


(c)      The
Company may fix any day as the record date for the purpose of determining the Holders of Securities of any Series entitled to give
or take any request, demand, authorization, direction, notice, consent, waiver, or other action, or to vote on any action, authorized,
or permitted to be given or taken by Holders of Securities of such Series. If not set by the Company prior to the first solicitation
of a Holder of Securities of such Series made by any Person in respect of any such action, or, in the case of any such vote, prior
to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list
of Holders required to be provided pursuant to Section 2.9) prior to such first solicitation or vote, as the case may be. With
regard to any record date for action to be taken by the Holders of one or more Series of Securities, only the Holders of Securities
of such Series on such date (or their duly designated proxies) shall be entitled to give, take, or vote on the relevant action.


 


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


 


(e)      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 of, in exchange for,
or in lieu of such Security in respect of anything done, omitted, or suffered to be done by the Trustee or the Company in reliance
on such action, whether or not notation of such action is made upon such Security.


 


(f)       Without
limiting the foregoing, a Holder entitled to give or take any action under this Indenture 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 2.13         Temporary
Securities. Pending the preparation of Definitive Securities, if any, the Company may execute, and upon Authentication 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 conclusively evidenced by their execution of such Securities.


 




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If temporary Securities are issued, the Company
will cause Definitive Securities to be prepared without unreasonable delay. After the preparation of Definitive Securities, the
temporary Securities shall be exchangeable for Definitive Securities upon surrender of the temporary Securities at the office or
agency of the Company designated for such purpose pursuant to Section 2.7, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
a like Principal Amount of Definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall
in all respects be entitled to the same benefits under this Indenture as Definitive Securities.


  


Section 2.14         Cancellation.
All Securities surrendered for payment, redemption or registration of transfer or exchange 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 all Securities so delivered shall be promptly cancelled by the Trustee. The Company may not issue
new Securities to replace Securities it has paid or delivered to the Trustee for cancellation. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture.
All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with the Trustee’s customary
procedure.


  


Section 2.15         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 premium, if any) and interest on the Security or the payment of any redemption
price in respect thereof, for all 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 2.16         Computation
of Interest. Except as otherwise provided in or pursuant to this Indenture or in the Securities of any Series, interest on
the Securities shall be computed on the basis of a 360-day year of twelve 30-day months and interest on the Securities for any
partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the number of days elapsed in any
partial month.


 


Section 2.17         CUSIP
Numbers. The Company may issue the Securities with one or more “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,
however, that any such notice may state that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the CUSIP numbers.


 




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Section 2.18         Ranking.
The indebtedness of the Company arising under or in connection with this Indenture and every Outstanding Security of any Series
issued under this Indenture from time to time constitutes and will constitute a subordinated unsecured general obligation of the
Company, ranking equally with other existing and future subordinated unsecured indebtedness of the Company and ranking junior
in right of payment to any future indebtedness of the Company that is expressly made senior to the Securities by the terms of
such indebtedness.


  


Section 2.19         Payment
of Interest; Defaulted Interest. Except as otherwise provided herein 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 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 (“Defaulted Interest”)
shall 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:


 


(1)      The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such Series 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 manner
set forth in this clause (1). 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 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 provided in this clause. At such time the Trustee shall fix a special record date for the payment
of such Defaulted Interest which shall be no 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 names and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the related special record date 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 related special record date having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the Securities of such Series 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.


 




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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.


  


ARTICLE
III 



OPTIONAL REDEMPTION


  


Section 3.1           Applicability
of Article. Securities of any Series which are redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and in accordance with this Article, except as otherwise specified as contemplated by Section 2.4 of this Indenture
for Securities of any Series.


  


Section 3.2           Election
to Redeem; Notices to Trustee. The election of the Company to redeem any Series of Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 2.4 for such Securities. If the Company elects to redeem
any Series of Securities, it shall furnish to the Trustee, at least 60 calendar days (unless a shorter period shall be satisfactory
to the Trustee) before a Redemption Date, an Officers’ Certificate setting forth (i) the date on which the redemption
shall occur (“Redemption Date”), (ii) the Principal Amount of Securities of such Series to be redeemed
and (iii) the redemption price.


  


Section 3.3           Selection
by Trustee of Securities to Be Redeemed. If fewer than all of the Securities of such Series are to be redeemed, the Trustee
shall select the Securities to be redeemed among the Holders of the Securities of such Series, on a pro rata basis, by
lot or in accordance with any other method the Trustee deems fair and appropriate, in accordance with methods generally used at
the time of selection by fiduciaries in similar circumstances and subject to the rules and procedures of the Depositary. In the
event of partial redemption, the particular Securities to be redeemed shall be selected, unless otherwise provided herein, 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.


 


The Trustee shall promptly notify the Company
of the Securities selected for redemption and, in the case of Securities of any Series selected for partial redemption, the Principal
Amount thereof to be redeemed. Securities and portions of Securities selected shall be in authorized denomination (which shall
not be less than the minimum authorized denomination of such Security). Except as provided in the preceding sentence, provisions
of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.


 




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Section 3.4           Notice
of Redemption. Unless otherwise provided for a particular Series of Securities by a Board Resolution, a Supplemental Indenture
or an Officers’ Certificate, at least 30 days but not more than 60 days before a Redemption Date, the Company shall mail
or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Securities are to be redeemed at its registered
address; provided that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in
connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture. Failure to give notice by mailing
in the manner herein provided to the Holder of any Security designated for redemption as a whole or in part, or any defect in
the notice to any Holders, shall not affect the validity of the proceedings for the redemption of any other Security or portion
thereof. Any notice that is mailed to the Holder of any Security in the manner herein provided shall be conclusively presumed
to have been duly given, whether or not such Holder receives the notice.


 


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


 


(a)      the
Redemption Date;


 


(b)      the
redemption price and accrued interest, if any;


 


(c)      if
any Security is being redeemed in part, the portion of the Principal Amount of such Security to be redeemed and that, after the
Redemption Date upon surrender of such Security, a new Security or Securities in Principal Amount equal to the unredeemed portion
shall be issued upon cancellation of the original Security;


 


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


 


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


 


(f)       that
on the Redemption Date the redemption price and accrued interest, if any, will become due and payable upon each such Security to
be redeemed and that interest thereon unless the Company fails to make such redemption will cease to accrue on and after the Redemption
Date; and


 


(g)      that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the
Securities.


 


Notice of redemption of Securities to be redeemed
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,
provided that the Company shall have delivered to the Trustee, at least 5 Business Days prior to the requested date of the giving
of such notice, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to
be stated in such notice as provided in this Section.


  


Section 3.5           Effect
of Notice of Redemption. If notice of redemption is given as provided in Section 3.4, the Securities to be redeemed shall,
on the Redemption Date, become irrevocably due and payable at the redemption price, and from and after such Redemption Date (unless
the Company shall default in the payment of the redemption price) such Securities shall cease to bear interest. A notice of redemption
may not be conditional.


 




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Section 3.6           Deposit
of Redemption Price. One Business Day prior to the Redemption Date, the Company shall deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption price of all Securities to be redeemed on that date. The Trustee or the Paying
Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of all Securities to be redeemed.


 


If the Company complies with the provisions
of the preceding paragraph, on and after the Redemption Date interest shall cease to accrue on the Securities or the portions thereof
called for redemption. If any Security called for redemption is not so paid upon surrender for redemption because of the failure
of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the Redemption Date
until such principal is paid, and, to the extent lawful, on any interest not paid on such unpaid principal, in each case at the
rate provided in the Securities of such Series.


  


Section 3.7           Securities
Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall issue and, upon receipt of an Authentication
Order, the Trustee shall authenticate for the Holder at the expense of the Company a new Security or Securities of the same Series
and of like tenor, in aggregate Principal Amount equal to and in exchange for the unredeemed portion of the principal of the Security
surrendered.


  


Section 3.8           No
Mandatory Redemption. The Company shall not be required to make mandatory redemption or sinking fund payments with respect
to the Securities of any Series.





 


ARTICLE
IV 



COVENANTS


  


Section 4.1           Payment
of Principal, Premium and Interest. The Company covenants and agrees for the benefit of the Holders of the Securities that
it will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities on the
dates and in the manner provided in the Securities and in this Indenture. Principal (and premium, if any) and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to
pay all principal (and premium, if any) and interest then due.


  


Section 4.2           Money
for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to
any Series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of
the Securities of that Series, segregate and hold in trust for the benefit of the Persons entitled to such principal (and premium,
if any) or interest a sum sufficient to pay the principal (and premium, if any) and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as provided in this Indenture and will promptly notify the Trustee of its action
or failure to act.


 




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Whenever the Company shall have one or more
Paying Agents for any Series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest
on any Securities of that Series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided
by the TIA, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of its action
or failure to act.


 


The Company will cause each Paying Agent for
any Series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (i) comply with the provisions
of the TIA applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other
obligor upon the Securities of that Series) in the making of any payment in respect of the Securities of that Series, and upon
the written request of the Trustee, immediately pay to the Trustee all sums held in trust by such Paying Agent for payment in respect
of the Securities of that Series.


 


The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Subject to applicable abandoned property laws,
any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of (and premium, if any) or interest on any Security of any Series and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the Company on Company request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment, and all liability of the Trustee or such Paying Agent with respect to such trust money, and
all liability of the Company as Trustee, shall cease at such time. 


  


Section 4.3           Maintenance
of Office or Agency. The Company shall maintain an office or agency (which may be an office of the Trustee or an Affiliate
of the Trustee or Registrar) where Securities may be surrendered for registration of transfer or for exchange and where notices
and demands to or upon the Company in respect of the Securities of that Series and this Indenture may be served. The Company shall
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.


 


The Company may also from time to time designate
one or more other offices or agencies where the Securities of one or more Series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations, provided, however, that no such designations or
rescission shall in any manner relieve the Company of its obligations to maintain an office or agency for the Securities of any
Series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.


 




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The Company hereby designates the Corporate
Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.7 hereof.


  


Section 4.4           Reports.
The Company shall file with the Trustee and transmit to the Holders, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual report and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company
is required to file with the SEC pursuant to Section 13 or section 15(d) of the Exchange Act. In the event the Company is at any
time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall continue to provide
the Trustee and the Holders with reports containing substantially the same information as would have been required to be filed
with the SEC had the Company continued to have been subject to such reporting requirements. In such event, such reports shall
be provided at the times the Company would have been required to provide reports had it continued to have been subject to such
reporting requirements. The Company also shall comply with the other provisions of Section 314(a) of the TIA. Delivery of such
reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports,
information and documents 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 conclusively on Officers’ Certificates).


  


Section 4.5           Compliance
Certificate.  So
long as there are Securities Outstanding hereunder, the Company shall:


 


(a)      deliver
to the Trustee on or before 120 days after the end of each fiscal year of the Company, commencing with the first fiscal year ending
after the date hereof, an Officers’ Certificate stating that, in the course of the performance by the signers of their duties
as Officers of the Company, they would normally have knowledge of any Default or Event of Default by the Company in the performance
of any covenants contained herein, stating whether or not they have knowledge of any such Default or Event of Default, the nature
thereof and the action, if any, the Company intends to undertake as a result of such Default; and


 


(b)      deliver
to the Trustee, within 30 days upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate
specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.


  


Section 4.6           Existence.
Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect
its existence, rights (charter and statutory), and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors shall determine that its preservation is no longer
desirable in the conduct of the business of the Company and that its loss is not disadvantageous in any material respect to the
Holders.


 




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Section 4.7           Payment
of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments, and governmental charges levied or imposed upon the Company or any Subsidiary or upon
the income, profits, or property of the Company or any Subsidiary, and (2) all lawful claims, for labor, materials, and supplies
which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge,
or claim whose amount, applicability, or validity is being contested in good faith by appropriate proceedings and for which adequate
provision is made.


  


Section 4.8           Waiver
of Certain Covenants. The Company may, with respect to the Securities of any Series, omit in any particular instance to comply
with any term, provision, or condition set forth in Sections 4.6 and 4.7 (excluding Section 4.7(1)), or in any covenant provided
pursuant to Section 2.4(16) or 9.1(b) for the benefit of the Holders of such Series, if before the time for such compliance the
Holders of a majority in Principal Amount of the Outstanding Securities of such Series shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such term, provision, or condition, but no such waiver shall
extend to or affect such term, provision, or condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision, or condition
shall remain in full force and effect.


  


Section 4.9           Calculation
of Original Issue Discount. If the Company has Outstanding any Original Issue Discount Securities, the Company shall file
with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may be required to be provided to the Trustee, any Paying Agent or the
Holders of the Securities pursuant to the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


  


Section 4.10         Tax
Payment and Tax Withholding Obligations. In order to enable the Trustee and any other Paying Agent to comply with any tax
payment or tax withholding obligation or obligations imposed on it or them by virtue of applicable law in connection with any
payment made by it or them to Holders pursuant to any of the provisions of this Indenture, the Company hereby agrees that, upon
receipt of a request from time to time from the Trustee or such Paying Agent, the Company will provide to the Trustee and such
Paying Agent promptly a notice in writing as to whether and to what extent, together with any and all information necessary to
enable the Trustee and such Paying Agent to determine whether and to what extent, any such tax payment or tax withholding obligation
or obligations shall apply, and, if any do so apply, the amount and other relevant details of such tax payment and/or tax withholding
obligation or obligations. In addition to and notwithstanding such agreement, the Trustee and any such Paying Agent shall have
full right and warrant to withhold from any payment made by it or them pursuant to any of the provisions of this Indenture (if
required to comply with such tax payment or tax withholding obligation or obligations) and shall not be liable to any Person for
so doing.


 




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ARTICLE
V 



SUCCESSORS


 


 


Section 5.1           When
the Company May Merge, Consolidate or Transfer Assets. Unless otherwise provided for a particular Series of Securities in
a Board Resolution, a Supplemental Indenture or an Officers’ Certificate, the Company shall not merge or consolidate with
or into any other Person and the Company shall not sell, lease or convey, in a single transaction or in a series of transactions,
all or substantially all of its assets to any Person, unless (1) the Company is the continuing corporation, or the successor
corporation or the Person that acquires all or substantially all of the Company’s assets is a corporation organized and
existing under the laws of the United States or a state thereof or the District of Columbia and expressly assumes all the Company’s
obligations under the Securities and this Indenture or assumes such obligations as a matter of law and (2) immediately after
giving effect to such merger, consolidation, sale, lease or conveyance, there is no Default or Event of Default hereunder.


  


Section 5.2           Successor
Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition
of all or substantially all of the assets of the Company in accordance with Section 5.1 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale,
conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to
the successor corporation and not to the Company), and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company herein, and, thereupon, the Company shall be relieved
of any further liability or obligation hereunder or under the Securities.


  


Section 5.3           Officers’
Certificate and Opinion of Counsel to Be Given to Trustee. Upon the occurrence of the transactions permitted under the provisions
of Section 5.1 and Section 5.2, the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel
in each case stating that such transaction and agreement, if any, complies with this Article V, that all conditions precedent
provided for herein relating to such transaction have been complied with, and that such agreement or Supplemental Indenture, if
any, is the legal, valid and binding obligation of the Company or such other Person, as the case may be, enforceable against them
in accordance with its terms, subject to customary exceptions, on which the Trustee may rely as conclusive evidence that any consolidation,
merger, sale, conveyance, transfer or lease, and any assumption, permitted or required by the terms of this Article V complies
with the provisions of this Article V and this Indenture.


 







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ARTICLE
VI 



REMEDIES


  


Section 6.1           Events
of Default. Each of the following constitutes an “Event of Default”:


  


(a)      a
court having jurisdiction in the premises shall enter (i) a decree or order for relief in respect of the Company or the Material
Subsidiary in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or
other similar law now or hereafter in effect, (ii) or a decree or order adjudging the Company or the Material Subsidiary a
bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition
of or in respect of the Company or the Material Subsidiary under any applicable federal or state law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or other similar official of the Company or the Material Subsidiary or for
any substantial part of its property or ordering the winding up or liquidation of its affairs, shall have been entered, and such
decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(b)      the
Company or the Material Subsidiary shall commence a voluntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law now or hereafter in effect or any other case or proceeding to be adjudicated a
bankrupt or insolvent, or consent to the entry of a decree or order for relief in respect of the Company or the Material Subsidiary
in an involuntary case or proceeding under any such law, or to the commencement of any bankruptcy or insolvency case or proceeding
against the Company or the Material Subsidiary, or the filing by the Company or the Material Subsidiary of a petition or answer
to consent seeking reorganization or relief under any such applicable federal or state law, or the consent by the Company or the
Material Subsidiary to the filing of such petition or to the appointment of or the taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or the Material Subsidiary or of any substantial
part of its property, or the making by the Company or the Material Subsidiary of an assignment for the benefit of creditors, or
the taking of action by the Company or the Material Subsidiary in furtherance of any such action.


 


Upon becoming aware of any Event of Default,
the Company shall promptly deliver to the Trustee a written statement specifying such Event of Default.


  


Section 6.2           Acceleration.
If an Event of Default specified in Section 6.1 with respect to any Series of Securities occurs and is continuing, the Principal
Amount (and premium, if any) and interest accrued thereon, if any, on all the Securities of that Series shall automatically, and
without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time
after the occurrence of an Event of Default with respect to one or more Series of Securities and before a judgment or decree for
payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of the Series with respect to which the Event of Default has occurred, by written notice to the Company and the Trustee,
may on behalf of the Holders of all of the Securities of such Series rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default (except
nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.


 


Except for an Event of Default specified in
Section 6.1, no other Default or Event of Default with respect to any Series of Securities shall result in the acceleration of
the principal (and premium, if any) or interest on the Securities then Outstanding. For any other Default or failure to perform,
or breach of any covenant or warranty of the Company, there shall not be a right to accelerate the principal (and premium, if any)
or interest due under the Securities.


 




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For all purposes under this Indenture, if
a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant
to the provisions of this Indenture, then, from and after the date of such Event of Default, unless such Event of Default has been
rescinded and annulled as provided above, the Principal Amount of such Original Issue Discount Securities shall be deemed, for
all purposes under this Indenture, to be such portion of the principal as shall be due and payable as a result of such acceleration,
and the payment of such portion of the principal as shall be due and payable as a result of such acceleration, together with interest,
if any, on such portion and all other amounts owing under such Original Issue Discount Security, shall constitute payment in full
of such Original Issue Discount Securities.


  


Section 6.3           Trustee
May Enforce Claims without Possession of Securities: Delay or Omission Not Waiver. All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee even if it does not possess any of the Securities of
a Series or does not produce any of them in any proceeding related 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 had been recovered. A delay or omission by the Trustee
or any Holder in exercising any right or remedy accruing upon an Event of Default with respect to any Series of Securities shall
not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.


  


Section 6.4           Waiver
of Past Defaults. Holders of a majority in aggregate Principal Amount of the Securities of any Series then Outstanding by
written notice to the Trustee may on behalf of the Holders of all of the Securities of that Series waive an existing Default or
Event of Default and its consequences hereunder, except a default (1) in the payment of principal of (or premium, if any) or interest
on any Security of such Series or (2) in respect of a covenant or provision of this Indenture which under Article IX cannot be
amended or modified without the consent of the Holder of each Outstanding Security of such affected Series. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


  


Section 6.5           Control
by Majority. Holders of a majority in aggregate Principal Amount of the then Outstanding Securities of any Series may direct
the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust
or power conferred on it with respect to the Securities of such Series. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or that the Trustee in good faith determines may be unduly prejudicial to the rights
of other Holders of that Series not joining the giving of such direction or that may involve the Trustee in personal liability.
The Trustee may take any other action consistent with this Indenture relating to any such direction.


 




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Section 6.6           Limitation
on Suits. A Holder of Securities of any Series may pursue a remedy with respect to this Indenture or the Securities of that
Series only if and subject to Section 6.7 hereof:


 


(a)      the
Holder gives to the Trustee written notice of a continuing default with respect to the Securities of that Series;


 


(b)      the
Holders of at least 25% in Principal Amount of the then Outstanding Securities of that Series make a written request to the Trustee
to pursue the remedy with respect to such default in its own name as Trustee hereunder;


 


(c)      such
Holders of Securities of that Series offer and provide to the Trustee security or indemnity reasonably acceptable to it against
any loss, liability or expense to be incurred in compliance with such request;


 


(d)      the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and the provision of security
or indemnity acceptable to it; and


 


(e)      the
Holders of a majority in Principal Amount of the then Outstanding Securities of that Series do not give the Trustee a direction
inconsistent with the request within such 60-day period.


 


No Holder of Securities of any Series shall
have any right in any manner whatsoever by virtue of or by availing itself of any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holder of Securities of that Series, or to obtain or seek to obtain priority over or preference
to any other Holder of Securities of such Series, or to enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders of Securities of that Series.


  


Section 6.7           Unconditional
Right of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the Holder of any Security of
any Series shall have the right, which is absolute and unconditional to receive payment of the principal of (and premium, if any)
and interest on such Security on the respective Stated Maturities set forth in such Security (or, in the case of redemption, on
the Redemption Date) and to bring suit for the enforcement of any such payment and such right, shall not be impaired or affected
without the consent of such Holder, subject, however, to the provisions of Article XI.


  


Section 6.8           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) any Security at the Sated Maturity thereof:


 




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the Company will, upon demand of the Trustee,
pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities
for principal of (and premium, if any) and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) 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 the Company shall fail to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the
same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.


 


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


  


Section 6.9           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 TIA in order to have claims of the Holders and
the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized (i) to file and prove a claim for the
whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities in accordance with
the terms thereof and to file such other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expense, disbursements and advances of the Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator, or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it for the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.6. 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 or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding; provided, however, the Trustee may vote on behalf of the Holders for the election of a trustee
in bankruptcy or similar official and may be a member of a creditors, or other similar committee.


 




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Section 6.10         
Priorities. Subject to Article XI hereof, if the Trustee collects
any money or other property pursuant to this Article, it shall be applied in the following order: 


 


First: to the Trustee (including any predecessor
Trustee), its agents and attorneys for amounts due under Section 7.6 hereof;


 


Second: to Holders of Securities for amounts
due and unpaid for principal of (and premium, if any) 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 premium, if any) and interest, respectively; and


 


Third: to the Company.


 


The Trustee may fix a record date and payment
date for any payment to Holders of such Securities pursuant to this Section 6.10.


  


Section 6.11         
Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Securities by such Holder’s
acceptance of such Securities shall be deemed to have agreed, 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 or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard
to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the
Trustee or the Company, a suit by a Holder of Securities pursuant to Section 6.7 hereof, or a suit by Holders of more than 10%
in Principal Amount of the then Outstanding Securities of any Series.





 


Section 6.12         Restoration
of Rights and Remedies. If the Trustee or any Holder shall have instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding shall have been discontinued or abandoned for any reason, or shall have been determined adversely
to the Trustee or to such Holder, then and in every such case, the Company, the Trustee and the Holders s hall be restored severally
and respectively to their former positions and rights hereunder, and thereafter all rights, remedies and powers of the Company,
the Trustee and the Holders shall continue as though no such proceeding had been instituted.


  


Section 6.13         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 2.11, 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 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.


 




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ARTICLE
VII 



TRUSTEE


  


Section 7.1           Duties
of Trustee.


 


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


 


(b)      Except
during the continuance of an Event of Default with respect to any Series of Securities:


 


(i)          the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to
the Securities of that Series, as modified or supplemented by a Board Resolution, a Supplemental Indenture or an Officers’
Certificate and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


 


(ii)         in
the absence of bad faith on its part, the Trustee may, with respect to Securities of that Series, 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, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts, statements, opinions or conclusions stated therein).


 


(c)      No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:


 


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


 


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


 


(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 6.5 or Section 6.6 hereof.


 


(d)      Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c), (e), (f) and (g) of this Section.


 


(e)      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 in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it.


 




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


 


(g)      Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall
be subject to the provisions of this Section and to the provisions of the TIA.


 


 


Section 7.2           Rights
of Trustee.


 


(a)      The
Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the document, 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.


 


(b)      Whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may rely upon
an Officers’ Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel,
and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.


 


(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 that it believes to be authorized or within
the rights or powers conferred upon it by this Indenture.


 


(e)      Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient
if signed by an Officer of the Company.


 


(f)       The
Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Securities unless written notice
of such default or Event of Default shall have been given to a Responsible Officer of the Trustee at the Corporate Trust Office
of the Trustee by the Company or by any Holder of the Securities, and such notice references the Securities and this Indenture.


 




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(g)      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.


 


(h)      The
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture which certificate may be signed by any person authorized to sign
an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not
superseded.


 


(i)       Anything
in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss
or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the
likelihood of such loss or damage and regardless of the form of action.


 


(j)       No
permissive right of the Trustee to act hereunder shall be construed as a duty.


  


Section 7.3           Individual
Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and
may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.
However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply
to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee
is also subject to Section 7.9 and Section 7.10 hereof.





 


Section 7.4           Notice
of Defaults. If a Default or Event of Default occurs and is continuing and if the Trustee receives written notice thereof,
the Trustee shall (at the expense of the Company) mail to Holders of Securities of such Series with respect to which the Default
or Event of Default has occurred, a notice of the Default or Event of Default within 90 days after it receives notice thereof.
The Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of Securities of that Series. For purposes of this Indenture, the Trustee shall
not be deemed to have received notice of any Default unless a Responsible Officer of the Trustee has received actual notice of
such Default.





 


Section 7.5           Reports
by Trustee to Holders. Within 60 days after each June 15 beginning with the June 15 following the date of this Indenture,
and for so long as Securities remain Outstanding, the Trustee shall (at the expense of the Company) mail to the Holders of Securities
a brief report dated as of such reporting date that complies with Section 313(a) of the TIA (but if no event described in
Section 313(a) of the TIA has occurred within the twelve months preceding the reporting date, no report need be transmitted).
The Trustee also shall comply with Section 313(b)(2) of the TIA. The Trustee shall also transmit by mail all reports as required
by Section 313(c) of the TIA.


 




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A copy of each report at the time of its mailing
to the Holders of Securities shall be mailed to the Company and filed with the SEC and each stock exchange on which the Securities
are listed in accordance with Section 313(d) of the TIA. The Company shall promptly notify the Trustee when the Securities
are listed on any stock exchange and thereafter shall promptly file all reports with the SEC and such stock exchange as are required
to be filed by the rules and regulations of the SEC and of such stock exchange.


  


Section 7.6           Compensation
and Indemnity. The Company agrees to pay to the Trustee from time to time compensation as agreed upon by the Trustee and the
Company in writing, and, in the absence of any such agreement, reasonable compensation for its acceptance of this Indenture and
services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. Except as otherwise expressly provided herein, the Company shall reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including
reasonable compensation, disbursements and expenses of the Trustee’s agents and reasonable fees and expenses of its counsel),
except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct.
The Company shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it without negligence
or willful misconduct on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder, except to the extent that any such loss, liability or expense shall be
determined to have been caused by the Trustee’s own negligence or willful misconduct. The Trustee shall notify the Company
promptly of any claim for which it intends to seek indemnity. Failure by the Trustee to so notify the Company shall not relieve
the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate 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 consent, which consent shall not be unreasonably withheld.


 


The obligations of the Company to the Trustee
under this Indenture shall survive the satisfaction and discharge of this Indenture.


 


To secure the Company’s payment obligations
in this Section, the Trustee shall have a mortgage, pledge, lien, charge, security interest or encumbrance (each, a “Lien”)
prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities and the claims of the Trustee under this Section shall not be subject to the provisions of Article
XI.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 6.1 hereof occurs, the expenses and the compensation for the services (including
the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.


 


The Trustee shall comply with the provisions
of Section 313(b)(2) of the TIA to the extent applicable.


 




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Section 7.7           Replacement
of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee’s acceptance of appointment as provided in this Section 7.7.


 


The Trustee may resign in writing at any time
and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in Principal Amount of the
then Outstanding Securities may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may by a
Board Resolution remove the Trustee if:


 


(a)      the
Trustee fails to comply with Section 7.9 hereof;


 


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


 


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


 


(d)      the
Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns or is removed or if
a vacancy exists in the office of Trustee for any reason, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee.


 


If a successor Trustee does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least
10% in Principal Amount of the then Outstanding Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee.


 


If the Trustee, after receiving a written
request to resign by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, fails to comply
with Section 7.9, such Holder of a Security may petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, 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. The successor Trustee shall mail a notice of its succession to Holders of the Securities. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder
have been paid and subject to the Lien provided for in Section 7.6 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.7, the Company’s obligations under Section 7.6 hereof shall continue for the benefit of the retiring
Trustee.


  


Section 7.8           Successor
Trustee by Merger, Etc. If the Trustee or any Agent consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee or Agent, as the case may be.


 




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Section 7.9           Eligibility;
Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing business under
the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee
power, that is subject to supervision or examination by federal or state authorities and that together with its direct parent,
if any, or in the case of a corporation included in a bank holding company system, its related bank holding company, has a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. This Indenture
shall always have a Trustee who satisfies the requirements of Section 310(a)(1), (2) and (5) of the TIA.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of Section 310(b) of the TIA, the Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. For the purpose of the second
paragraph of Section 310(b) of the TIA, the phrase “default (as such term is defined in such indenture, but exclusive
of any period of grace or requirement of notice)” is hereby defined to mean any event which is, or after notice or lapse
of time or both would become, an Event of Default. To the extent permitted by the TIA, the Trustee shall not be deemed to have
a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one Series.


  


Section 7.10         Preferential
Collection of Claims Against Company. The Trustee is subject to Section 311(a) of the TIA, excluding any creditor relationship
listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of
the TIA to the extent indicated therein.


  


Section 7.11         Appointment
of Authenticating Agent. The Trustee may appoint an authenticating agent or agents (“Authenticating Agent”)
(which may be an Affiliate of the Company) with respect to one or more Series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such Series issued upon original issue and upon exchange, registration of
transfer, or partial redemption or conversion, or pursuant to Section 3.7, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any of its states, or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal
or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements
of the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section.


 




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


 


An Authenticating Agent may resign at any
time by giving written notice to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the Series with respect
to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating
Agent upon acceptance of its appointment under this Indenture shall become vested with all the rights, powers, and duties of its
predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.


 


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


 


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


 


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


 


	 	______________________________, 
	 	as Trustee
	 	 
	 	By:	 
	 	 	As Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


  




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Section
7.12         Other Capacities. All references in this Indenture to
the Trustee with the exception of Section 7.1(a) shall be deemed to refer to the Trustee in its capacity as Trustee and in
its capacities as any Agent, to the extent acting in such capacities, and every provision of this Indenture relating to the
conduct or affecting the liability or offering protection, immunity or indemnity to the Trustee shall be deemed to apply with
the same force and effect to the Trustee acting in its capacity as any Agent.





 


ARTICLE
VIII 



SATISFACTION AND DISCHARGE OF INDENTURE;

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


  


Section 8.1           Satisfaction
and Discharge. This Indenture shall be discharged and shall cease to be of further effect, including the provisions of Article
XI hereof (except as to any surviving rights of registration of transfer or exchange of Securities expressly provided for in this
Indenture), as to all Securities and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when:


 


(a)      Either:


 


(i)          all
Securities that have been authenticated, except (1) lost, stolen or destroyed Securities that have been replaced or paid;
and (2) Securities for whose payment money has been deposited 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


 


(ii)         all
such Securities not previously delivered to the Trustee for cancellation (1) have become due and payable by reason of the
mailing of a notice of redemption or otherwise, or (2) will become due and payable within one year; and the Company has irrevocably
deposited with the Trustee or the Paying Agent, in trust, for the benefit of the Holders of the Securities, cash in United States
dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of
a nationally recognized firm of independent public accountants, to pay and discharge the entire indebtedness on the Securities
not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest, to the date of maturity or
redemption;


 


(b)      the
Company has paid or caused to be paid all sums payable by it under this Indenture with respect to the Securities;


 


(c)      the
Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities
at maturity or on the Redemption Date, as the case may be; and


 


(d)      the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that the conditions precedent
to the satisfaction and discharge of this Indenture pursuant to this Section have been satisfied.


 


Notwithstanding the satisfaction and discharge
of this Indenture with respect to the Securities, the obligations of the Company to the Trustee under Section 7.6 and, if money
shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 8.1, the obligations of
the Company and the Trustee with respect to the Securities under Section 2.3, Section 2.6, Section 2.7, Section 4.2 and Section
8.6, shall survive such satisfaction and discharge.


 




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In the event Securities of two or more Series
were at any time issued under this Indenture, the Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to the Securities of all Series as to which it is Trustee
and if the conditions of satisfaction and discharge of this Indenture contained in Section 8.5 hereof in respect of such Securities
have been satisfied. In the event there are two or more Trustees under this Indenture, the effectiveness of any such instrument
shall be conditioned upon receipt of such instruments from all such Trustees.


  


Section 8.2           Option
to Effect Legal Defeasance or Covenant Defeasance. The Company may, at its option and at any time, elect to have either Section
8.3 or Section 8.4 hereof be applied to all Outstanding Securities of any Series upon compliance with the conditions set forth
below in this Article VIII.


  


Section 8.3           Legal
Defeasance and Discharge. Upon the Company’s exercise under Section 8.2 hereof of the option applicable to this Section
8.3 with respect to any Series of Securities, the Company shall, subject to the satisfaction of the conditions set forth in Section
8.5 hereof, be deemed to have been discharged from its obligations, including the provisions of Article XI hereof, with respect
to all Outstanding Securities of that Series (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities
of that Series, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.6 hereof and the other
Sections of this Indenture referred to in clause (a) below, and to have satisfied all its other obligations under such Securities
and this Indenture with respect to such Securities of that Series (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of Outstanding Securities of that Series to receive solely
from the trust fund described in Sections 4.2 and 8.6 hereof, and as more fully set forth in such Sections, payments in respect
of the principal of, premium, if any, on and interest on such Securities when such payments are due, (b) the Company’s
obligations with respect to such Securities under Article II and Section 4.2 hereof, (c) the rights, powers, trusts,
duties and immunities of the Trustee and any Agent hereunder and the Company’s obligations in connection therewith, including,
without limitation, Article VII and Section 8.6 and 8.8 hereunder, and (d) this Article VIII. Subject to compliance with this
Article VIII, the Company may exercise its option under this Section 8.3 notwithstanding the prior exercise of its option under
Section 8.4 hereof.


   




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Section 8.4           Covenant
Defeasance. Upon the Company’s exercise under Section 8.2 hereof of the option applicable to this Section 8.4, (1) the
Company shall, subject to the satisfaction of the conditions set forth in Section 8.5 hereof, be released from its obligations
under the covenants contained in Section Section 4.3 and Section 4.4 hereof and under Section 6.1 hereof with respect to the Outstanding
Securities of that Series on and after the date the conditions set forth in Section 8.5 hereof are satisfied and (2) the
provisions of Article XI shall cease to be effective (hereinafter, “Covenant Defeasance”). The Securities of
that Series shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act
of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed Outstanding
for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Securities of that Series, the Company may omit
to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any
such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Securities
shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.2 hereof of the option applicable
to this Section 8.4, subject to the satisfaction of the conditions set forth in Section 8.5 hereof and Section 6.1 hereof shall
not constitute Events of Default with respect to such Securities.





 


Section 8.5           Conditions
to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.3 or Section
8.4 hereof to the Outstanding Securities:


 


In order to exercise either Legal Defeasance
or Covenant Defeasance with respect to any Series of Securities:


 


(a)      the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Securities of that Series, cash
in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient,
in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, on
and interest on the Outstanding Securities of that Series on the Stated Maturity or on the applicable Redemption Date, as the case
may be, and the Company must specify whether the Securities are being defeased to maturity or to a particular Redemption Date,
as the case may be;


 


(b)      in
the case of an election under Section 8.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the
United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders
of the Outstanding Securities of that Series will not recognize income, gain or loss for federal income tax purposes as a result
of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred;


 


(c)      the
Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming
that, among other things, the defeasance trust does not constitute an “investment company” within the meaning of the
Investment Company Act of 1940, as amended;


 


(d)      in
the case of an election under Section 8.4 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the
United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders
of the Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;


 




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(e)      the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (subject to customary qualifications and assumptions)
after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally;


 


(f)       no
Default or Event of Default shall have occurred with respect to that Series of Securities and be continuing on the date of such
deposit or, insofar as Section 6.1 hereof is concerned, at any time in the period ending on the 91st day after the date of deposit.
Such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the
TIA in respect of the Securities.


 


(g)      such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company is a party or by which the Company is bound;


 


(h)      the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that, subject
to customary assumptions and exclusions, all conditions precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with; and


 


(i)       the
Trustee shall have received such other documents, assurances and Opinions of Counsel as the Trustee shall have reasonably required.


  


Section 8.6           Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 4.2 and Section 8.7
hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.6, the “Trustee”) pursuant to Section 8.1 or Section
8.5 hereof, as applicable, in respect of the Outstanding Securities of any Series, shall be held in trust and applied by the Trustee
or the Paying Agent, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as Paying Agent), to the Holders of Securities of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.


 


Anything in this Article VIII to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company any
money or non-callable Government Securities held by it as provided in Section 8.1 or Section 8.5 hereof, as applicable, which,
in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee (which may be the opinion delivered under Section 8.1 or Section 8.5(a) hereof, as applicable), are in excess of
the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 




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Section 8.7           Repayment
to Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment
of the principal of, premium, if any, on or interest on any Security and remaining unclaimed for two years after such principal,
premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall thereafter, as a creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to be published once in The New York Times and The
Wall Street Journal (national edition) notice that such money remains unclaimed and that after a date specified therein, which
shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


  


Section 8.8           Reinstatement.
If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance
with this Article VIII 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 shall be
revived and reinstated as though no deposit had occurred pursuant to this Indenture until such time as the Trustee or Paying Agent
is permitted by such court or governmental authority to apply all such money in accordance with this Article VIII; provided,
however, that, if the Company makes any payment of principal of, premium, if any, on or interest on any Security following
the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money held by the Trustee or Paying Agent.


  


ARTICLE
IX 



SUPPLEMENTAL INDENTURES/AMENDMENTS


  


Section 9.1           Without
Consent of Holders. Notwithstanding Section 9.2 of this Indenture, the Company, when authorized by a Board Resolution and
the Trustee, may from time to time and at any time enter into one or more Supplemental Indentures without the consent of any Holder
of a Security, for one or more of the following purposes:


 


(a)      to
evidence the succession of another Person to the Company pursuant to Article V and the assumption by such successor of the
Company’s covenants, agreements and obligations in this Indenture and in the Securities;


 


(b)      to
surrender any right or power conferred upon the Company by this Indenture, to add to the covenants of the Company such further
covenants, restrictions, conditions or provisions for the protection of the Holders of all or any Series of Securities as the Board
of Directors of the Company shall consider to be for the protection of the Holders of such Securities, and to make the occurrence,
or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions
a Default or an Event of Default under this Indenture; provided, however, that with respect to any such additional
covenant, restriction, condition or provision, such amendment may provide for a period of grace after default, which may be shorter
or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit
the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate Principal
Amount of the Securities of any Series to waive such default;


 




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(c)      to
cure any ambiguity or correct or supplement any provision contained in this Indenture, in any Supplemental Indenture or in any
Securities that may be defective or inconsistent with any other provision contained therein;


 


(d)      to
convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to
matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders of Securities of any
Series;


 


(e)      to
modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any Supplemental Indenture
under the TIA as then in effect;


 


(f)       to
add 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;


 


(g)      to
make any change in the provisions of this Indenture or Supplemental Indenture relating to subordination that would limit or terminate
the benefits available to any holder of Senior Indebtedness under such provisions, provided, that, each holder of
Senior Indebtedness consents to such change;


 


(h)      to
add guarantees with respect to the Securities or to secure the Securities;


 


(i)       to
make any change that does not adversely affect the rights of any Holder;


 


(j)       to
add to, change, or eliminate any of the provisions of this Indenture with respect to one or more Series of Securities, provided,
that, any such addition, change or elimination (i) shall neither (A) 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 (B) modify the rights
of the Holder of any such Security with respect to the benefit of such provision or (ii) become effective only when there
is no such Security Outstanding;


 


(k)      
to evidence and provide for the acceptance of appointment by a successor or separate 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 this Indenture by more than one Trustee; or


 


(l)       to
establish the form or terms of Securities of any Series pursuant to Section 2.4 hereof.


   




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Section 9.2           With
Consent of Holders. The Company and the Trustee may enter into an indenture supplemental hereto without notice to any Holder
but with the written consent of the Holders of 66 2/3 in Principal Amount of the Securities of each Series then Outstanding (including
consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without
the consent of each Holder affected, an amendment may not:


 


(a)      make
any change to the percentage of Principal Amount of the Outstanding Securities of any Series, the consent of whose Holders is required
for any amendment, 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;


 


(b)      reduce
the Principal Amount of (and premium, if any) or interest on, or extend the Stated Maturity or interest payment periods of any
Security; or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due
and payable upon a declaration of acceleration of the Stated Maturity thereof, pursuant to Section 6.1 hereof.


 


(c)      make
any Security payable in money or securities other than those stated in the Security;


 


(d)      make
any change that adversely affects such Holder’s right to require the Company to purchase the Securities in accordance with
the terms thereof and this Indenture;


 


(e)      impair
the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; or


 


(f)       make
any change in Section 6.4 or Section 6.7 or sub-clause (b) of this Section 9.2.


 


Upon the request of the Company accompanied
by a Board Resolution authorizing the execution of any such Supplemental Indenture, and upon receipt by the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents
described in Section 7.2 and Section 9.5 hereof, the Trustee shall join with the Company in the execution of such Supplemental
Indenture unless such Supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may, but shall not be obligated to, enter into such Supplemental Indenture.


 


It shall not be necessary for the consent
of the Holders of Securities under this Section 9.2 to approve the particular form of any Supplemental Indenture, but it shall
be sufficient if such consent approves the substance thereof.


 


After any Supplemental Indenture under this
Article becomes effective, the Company may give to the Holders of Securities, in a manner provided for in this Indenture, a notice
briefly describing such Supplemental Indenture; provided, however, that the failure to give such notice to all Holders
of Securities, or any defect therein, shall not impair or affect the validity of such Supplemental Indenture.


  


Section 9.3           Compliance
with Trust Indenture Act. Every Supplemental Indenture executed pursuant to this Article shall comply with the TIA, as then
in effect.


 




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Section 9.4           Notation
on or Exchange of Securities. 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 Company, bear a notation in form approved by the Company
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 all Outstanding Securities of such Series.


  


Section 9.5           Trustee
to Sign Supplemental Indentures. The Trustee shall sign any Supplemental Indenture authorized pursuant to this Article IX
if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign a Supplemental Indenture until the Board of Directors approves it. In executing any Supplemental Indenture, the Trustee
shall be entitled to receive and (subject to Section 7.1 hereof) shall be fully protected in relying upon, in addition to the
documents required by Section 10.5 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution
of such Supplemental Indenture is authorized or permitted by this Indenture.


  


Section 9.6           Effect
of Supplemental Indentures. Upon the execution of any Supplemental Indenture under this Article, this Indenture shall be modified
in accordance with such Supplemental Indenture, and such Supplemental Indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities previously or subsequently authenticated and delivered under this Indenture shall be bound by such
Supplemental Indenture. However, 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.


  


ARTICLE
X 



MISCELLANEOUS


  


Section 10.1         Trust
Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section
318(c) of the TIA, the duties imposed by Section 318(c) of the TIA shall control.


  


Section 10.2         Notices,
Etc. to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or other act of Holders
or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,


 


(a)      the
Trustee by any Holder or the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at Corporate Trust Office of the Trustee; or


 




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(b)      the
Company, by the Trustee or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and deposited postage prepaid by first class mail, registered or certified mail, overnight courier service or conformed
telecopy addressed (until another address is filed by the Company with the Trustee for the purpose) to:


 


	 	Astoria Financial Corporation
	 	One Astoria Bank Plaza
	 	Lake Success, New York  11042
	 	Attention:  General Counsel
	 	 
	 	and
	 	 
	 	Arnold & Porter LLP
	 	399 Park Avenue
	 	New York, New York  10022
	 	Attention:  Robert C. Azarow, Esq.


 


The Company or the Trustee, by notice to the
other, may designate additional or different addresses for subsequent notices or communications. All notices and communications
(other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery.


  


Section 10.3         Notice
to Holders; Waiver. Where this Indenture provides for notice to Holders, 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 such
Holder’s address as it appears on the Security Register kept by the Registrar, 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. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If
the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. Notwithstanding
any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including
any notice of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given
if given to the Depositary (or its designee) pursuant to the customary procedures of the Depositary. Where this Indenture provides
for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or
after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders 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.


 




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In the case 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 10.4         Communication
by Holders with Other Holders. Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect
to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the
protection of Section 312(c) of the TIA.


  


Section 10.5         Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:


 


(a)      an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 10.6 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided
for in this Indenture relating to the proposed action have been complied with; and


 


(b)      an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in
Section 10.6 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied
with.


  


Section 10.6         Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to Section 314(a)(4) of the TIA) shall comply with the
provisions of Section 314(e) of the TIA and shall include:


 


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


 


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


 


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


 


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








 




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Section 10.7         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,
stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows
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 consolidations and form one instrument.


  


Section 10.8         Rules
by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying
Agent may make reasonable rules and set reasonable requirements for its functions.


  


Section 10.9         Limitation
on Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in
any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder,
employee, officer, or director, as such, past, present or future, of the Company, either directly or through the Company, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder are solely obligations of the Company, and that
no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, shareholders, employees,
officers or directors, as such, of the Company, or any of them, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any Security or implied therefrom;
and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or
statute or otherwise, of, and any and all such rights and claims against, every such incorporator, shareholder, employee, officer
or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or implied therefrom, are hereby expressly waived and released
as a condition of, and as a consideration for the issuance of the Securities.


  


Section 10.10        Governing
Law. This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New
York without regard to conflict of law principles thereof other than Section 5-1401 of the New York General Obligations Law.


  


Section 10.11        Waiver
of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR
THE TRANSACTIONS CONTEMPLATED HEREBY.


 




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Section 10.12       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 and the Holders of the Securities, any benefit
or any legal or equitable right, remedy or claim under this Indenture.


  


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


  


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


 


Section 10.15       Execution. 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. The exchange of copies of this Indenture and of signature
pages by facsimile or electronic format (i.e., “pdf” or “tif”) transmission shall constitute effective
execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes.
Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., “pdf” or “tif”)
shall be deemed to be their original signatures for all purposes.





 


ARTICLE
XI 



SUBORDINATION OF SECURITIES


 


Section 11.1         Securities
Subordinate to Senior Indebtedness. The Company covenants and agrees, and each Holder
of Securities of each Series, by such Holder’s acceptance of such Securities, likewise covenants and agrees, that, notwithstanding
anything in this Indenture or the Securities of any Series to the contrary, the indebtedness evidenced by the Securities of each
Series 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 junior in right of payment to all Senior Indebtedness to the extent and in the manner provided in this Indenture.
Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective
of any amendment, modification, or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness.


 


Notwithstanding the foregoing or anything
else contained in this Article XI, at any time after the 90th day following the date of deposit of money and Government Securities
pursuant to Article VIII (provided all conditions set out in the applicable Article shall have been satisfied), or any longer preference
period prescribed by applicable law, the funds (including Government Securities) so deposited and any interest thereon will not
be subject to any rights of holders of Senior Indebtedness including, without limitation, those arising under this Article XI;
provided that, no event described in clauses (a) or (b) of Section 6.1 has occurred during such 90-day period, or
other longer preference period, if applicable.


 




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Section 11.2         Payment
Over of Proceeds upon Dissolution, Etc. 


 


In the event of:


 


(a)      any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition, or other similar proceeding relating
to the Company or its property,


 


(b)      any
proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving
insolvency or bankruptcy proceedings,


 


(c)      any
assignment by the Company for the benefit of creditors, or


 


(d)      any
other marshaling of the assets of the Company,


 


all Senior Indebtedness (including any interest
on such Senior Indebtedness accruing after the commencement of any such proceedings) shall be paid in full, or provision shall
be made for such payment, before any payment or distribution, whether in cash, securities, or other property, shall be made to
any Holder of any of the Securities on account of such Securities. Any payment or distribution, whether in cash, securities, or
other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment
the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness
evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in
respect of such Senior Indebtedness under any such plan of reorganization or readjustment), which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the Securities of any Series, shall be paid or delivered directly
to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness
(including any interest on such Senior Indebtedness accruing after the commencement of any such proceedings) shall have been paid
in full. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the
Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities,
shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid
principal of (and premium, if any) and interest on the Securities and such other obligations before any payment or other distribution,
whether in cash, property, or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking
junior to the Securities and such other obligations. The rights of holders of Senior Indebtedness under this Section do not extend
to any payment or distribution, whether in cash, securities or other property, to the extent applied to the Trustee’s rights
to compensation, reimbursement of expenses or indemnification.


 




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Following the occurrence of any of the events
described in clauses (a), (b), (c) or (d) of the immediately preceding paragraph, in the event that, notwithstanding the foregoing
provisions of this Section, any payment or distribution, whether in cash, securities, or other property (other than securities
of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate,
at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities,
to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect of such Senior Indebtedness
under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any
of the terms of this Indenture, such payment or distribution shall be received in trust for the benefit of, and shall be paid over
or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities
then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary
to pay all such Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders
of Senior Indebtedness. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment or distribution,
each holder of Senior Indebtedness is irrevocably authorized to endorse or assign the same.


 


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
V shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling
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 respective conditions set
forth in Article V hereof.


 


Section 11.3         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 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 cash, before the Holders of the Securities are entitled to receive any payment (including any payment which may be payable
by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) by the
Corporation 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.


 


Subject to Section 11.8, 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 to the Company.


 


The provisions of this Section shall not apply
to any payment with respect to which Section 11.2 would be applicable.


 




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Section 11.4         No
Payment When Senior Indebtedness in Default. In the event and during the continuation
of any default in the payment of the principal of or any premium or interest on any Senior Indebtedness beyond any applicable
grace period with respect to such Senior Indebtedness, or in the event that any event of default with respect to any Senior Indebtedness
shall have occurred and be continuing that permits the holders of such Senior Indebtedness (or the trustee on behalf of the holders
of such Senior Indebtedness) to declare such Senior Indebtedness 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 any such declaration and its consequences shall have been rescinded or annulled, or in the event any judicial proceeding shall
be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be
payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities)
shall be made by the Company on account of the principal of, or any premium or interest on, the Securities or on account of the
purchase or other acquisition of Securities.


 


Subject to Section 11.8, 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 to the Company.


 


The provisions of this Section shall not apply
to any payment with respect to which Section 11.2 would be applicable.


 


Section 11.5         Subrogation
to Rights of Holders of Senior Indebtedness. Upon the payment in full of all Senior
Indebtedness, the Holders of Securities of each Series 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 all rights of any holders of such Senior Indebtedness
to receive any payments or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities
of such Series shall have been paid in full, and such payments or distributions received by such Holders, by reason of such subrogation,
of cash, securities, or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness shall,
as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such Holders, on
the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities
of such Series. 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 Corporation to or on account of the Senior Indebtedness.


  




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Section 11.6         Trustee
and Holders of Securities May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of
Senior Indebtedness; Trustee Not Fiduciary to Holders of Senior Indebtedness. Upon
any payment or distribution of assets of the Company referred to in this Article XI, the Trustee and the Holders shall be entitled
to conclusively rely upon an order or decree made by any court of competent jurisdiction in which such dissolution or winding
up or liquidation or reorganization or arrangement proceedings are pending or upon a certificate of the trustee in bankruptcy,
receiver, assignee for the benefit of creditors, or other Person making such payment or distribution, delivered to the Trustee
or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the
Senior Indebtedness and other indebtedness of the Company, the amount of or payable on and the amount or amounts paid or distributed
on such Senior Indebtedness or other indebtedness, and all other facts pertinent to such Senior Indebtedness or other indebtedness
or to this Article XI. In the absence of any such bankruptcy trustee, receiver, assignee, or other Person, the Trustee shall be
entitled to conclusively rely upon a written notice by a Person representing itself, himself or herself to be a holder of Senior
Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior
Indebtedness (or is such a trustee or representative), the amount of or payable on and the amount or amounts paid or distributed
on such Senior Indebtedness or other indebtedness, and all other facts pertinent to such Senior Indebtedness or other indebtedness.
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 payments or distributions pursuant to this Article XI, 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, as to the extent to which such Person is entitled to participate in such payment or distribution, and as
to other facts pertinent to the rights of such Person under this Article XI, and if such evidence is not furnished, the Trustee
may withhold any payment to such Person pending judicial determination as to the right of such Person to receive payment. The
Trustee, however, 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 pay over or deliver to the Holders or the Company or any other Person, cash, securities, or other
property to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. With respect to
the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee.


 


Section 11.7         Payment
Permitted If No Default. Nothing contained in this Article XI (except in Section
11.8) or elsewhere in this Indenture, or in any of the Securities, shall prevent (a) the Company at any time, except during the
pendency of any dissolution, winding up, liquidation, or reorganization proceedings referred to in Section 11.2 or under the conditions
specified in Sections 11.3 or 11.4, from making payments of the principal of (or premium, if any) or interest on the Securities
or (b) the application by the Trustee or any Paying Agent of any moneys deposited with it under this Indenture to payments of
the principal of (or premium, if any) or interest on the Securities or the retention of such payments by the Holders, if, at the
time of such deposit, a Responsible Officer of the Trustee or such Paying Agent, as the case may be, had not received at the Corporate
Trust Office of the Trustee the Officers’ Certificate or written notice provided for in Section 11.8 of any event prohibiting
the making of such deposit, or if, at the time of such deposit (whether or not in trust) by the Company with the Trustee or any
Paying Agent (other than the Company) such payment would not have been prohibited by the provisions of this Article, and the Trustee
or any Paying Agent shall not be affected by any notice to the contrary received by it on or after such date.


 




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Section 11.8         Trustee
Not Charged with Knowledge of Prohibition. Anything in this Article XI or elsewhere contained in this Indenture to the
contrary notwithstanding, the Trustee shall, subject to Section 7.1, not at any time be charged with knowledge of the existence
of any facts which would prohibit the making of any payment of moneys to or by the Trustee, and shall be entitled conclusively
to assume that no such facts exist and that no event specified in Sections 11.2, 11.3 or 11.4 has happened, unless and until a
Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Certificate
to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives,
of Senior Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of
the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior
Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee,
subject to Section 7.1, shall be entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section
at least three (3) Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of, or interest on any Security) then, anything herein contained
to the contrary notwithstanding, the Trustee shall have all power and authority to receive such money and to apply the same to
the purpose for which such money were received and shall not be affected by any notice to the contrary which may be received by
it during or after such three (3) Business Day period. The Company shall give prompt written notice to the Trustee and to the
Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agent.


 


Section 11.9         Trustee
to Effectuate Subordination. Each Holder of Securities, by such Holder’s acceptance
thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate
to effectuate the subordination as between such Holder and holders of Senior Indebtedness as provided in this Article and appoints
the Trustee as such Holder’s attorney-in-fact for any and all such purposes.


 


Section 11.10       Rights
of Trustee as Holder of Senior Indebtedness. The Trustee shall be entitled to all
the rights set forth in this Article with respect to any Senior Indebtedness which may at the time be held by it, to the same
extent as any other holder of Senior Indebtedness. Nothing in this Article shall deprive the Trustee of any rights as such holder.


 


Section 11.11       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 under this Indenture, the term “Trustee” as used
in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if the Paying Agent were named in this Article in addition
to or in place of the Trustee, provided, however, that Sections 11.8 and 11.10 shall not apply to the Company or any Affiliate
of the Company if the Company or such Affiliate acts as Paying Agent.


  




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Section 11.12       Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Indebtedness. No
right of any present or future holders of any Senior Indebtedness to enforce subordination as provided in this Indenture shall
at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure
to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions, and covenants of
this Indenture, regardless of any knowledge which any such holder may have or be otherwise charged with. The holders of Senior
Indebtedness may, at any time or from time to time and in their absolute discretion, change the manner, place, or terms of payment,
change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrument
pursuant to which any such Senior Indebtedness is issued or by which it may be secured, or release any security, or exercise or
refrain from exercising any other of their rights under the Senior Indebtedness including, without limitation, the waiver of default,
all without notice to or assent from the Holders of the Securities or the Trustee and without affecting the obligations of the
Company, the Trustee, or the Holders of the Securities under this Article.


 


Section 11.13       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 Indenture or in the Securities shall impair, as between the Company
and the Holders of Securities of each Series, the obligation of the Company to pay to such Holders the principal of (and premium,
if any) and interest on such Securities or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise
permitted by applicable law or under this Indenture upon a Default or Event of Default, all subject to the rights of the holders
of the Senior Indebtedness to receive cash, securities, or other property otherwise payable or deliverable to the Holders in accordance
with this Article XI.


 


The provisions of this Article XI shall not
impair any rights, interests, remedies, or powers of any secured creditor of the Company in respect of any security interest the
creation of which is not prohibited by the provisions of this Indenture.


 


Section 11.14       Trustee’s
Rights to Compensation, Reimbursement of Expenses and Indemnification. Nothing in
this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.9 or 7.6 hereof.


 


Section 11.15       Modification
of Subordination Provisions. Anything in Article IX or elsewhere contained in this
Indenture to the contrary notwithstanding, no modification or amendment of this Indenture and no Supplemental Indenture shall
modify the subordination provisions of this Article XI in a manner that would adversely affect the holders of Senior Indebtedness.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the parties hereto have
caused their duly authorized officers to execute and deliver this Indenture, as of the date first above written.


 


	 	ASTORIA FINANCIAL CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	_________________________, 
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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