Exhibit 4.3


 


UNITED COMMUNITY BANKS, INC.


 


INDENTURE


 


DATED AS OF _____________ ___, 20___


 


__________________________________________________________,



TRUSTEE, REGISTRAR, PAYING AGENT AND SERVICE
AGENT


 




     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE I	 	1
	DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	SECTION 1.1	Definitions	 	1
	SECTION 1.2	Other Definitions	 	5
	SECTION 1.3	Incorporation by Reference of Trust Indenture Act	 	5
	SECTION 1.4	Rules Of Construction	 	5
	ARTICLE II	 	6
	THE SECURITIES	 	6
	SECTION 2.1	Issuable In Series	 	6
	SECTION 2.2	Establishment Of Terms Of Series Of Securities	 	6
	SECTION 2.3	Execution and Authentication	 	7
	SECTION 2.4	Registrar, Paying Agent and Service Agent	 	8
	SECTION 2.5	Paying Agent to Hold Money in Trust	 	9
	SECTION 2.6	Securityholder Lists	 	9
	SECTION 2.7	Transfer and Exchange	 	9
	SECTION 2.8	Mutilated, Destroyed, Lost and Stolen Securities	 	9
	SECTION 2.9	Outstanding Securities	 	10
	SECTION 2.10	Treasury Securities	 	10
	SECTION 2.11	Temporary Securities	 	11
	SECTION 2.12	Cancellation	 	11
	SECTION 2.13	Defaulted Interest	 	11
	SECTION 2.14	Global Securities	 	11
	SECTION 2.15	CUSIP Numbers	 	12
	ARTICLE III	 	13
	REDEMPTION	 	13
	SECTION 3.1	Notice To Trustee	 	13
	SECTION 3.2	Selection of Securities to be Redeemed	 	13
	SECTION 3.3	Notice of Redemption	 	13
	SECTION 3.4	Effect of Notice of Redemption	 	13
	SECTION 3.5	Deposit of Redemption Price	 	14
	SECTION 3.6	Securities Redeemed in Part	 	14
	ARTICLE IV	 	14
	COVENANTS	 	14
	SECTION 4.1	Payment of Principal and Interest	 	14
	SECTION 4.2	SEC Reports	 	14
	SECTION 4.3	Compliance Certificate	 	14
	SECTION 4.4	Stay, Extension and Usury Laws	 	15
	SECTION 4.5	Corporate Existence	 	15
	SECTION 4.6	Taxes	 	15
	ARTICLE V	 	15
	SUCCESSORS	 	15
	SECTION 5.1	When Company May Merge, Etc	 	15
	SECTION 5.2	Successor Corporation Substituted	 	16
	ARTICLE VI	 	16
	DEFAULTS AND REMEDIES	 	16
	SECTION 6.1	Events of Default	 	16
	SECTION 6.2	Acceleration of Maturity; Rescission and Annulment	 	17
	SECTION 6.3	Collection Of Indebtedness And Suits For Enforcement By Trustee	 	18
	SECTION 6.4	Trustee May File Proofs Of Claim	 	19
	SECTION 6.5	Trustee May Enforce Claims Without Possession Of Securities	 	19
	SECTION 6.6	Application of Money Collected	 	19
	SECTION 6.7	Limitation On Suits	 	19
	SECTION 6.8	Unconditional Right of Holders to Receive Principal and Interest	 	20
	SECTION 6.9	Restoration of Rights and Remedies	 	20


 




    ii 


     


    

 


	SECTION 6.10	Rights and Remedies Cumulative	 	20
	SECTION 6.11	Delay or Omission Not Waiver	 	20
	SECTION 6.12	Control by Holders	 	21
	SECTION 6.13	Waiver Of Past Defaults	 	21
	SECTION 6.14	Undertaking For Costs	 	21
	ARTICLE VII	 	21
	TRUSTEE	 	21
	SECTION 7.1	Duties of Trustee	 	21
	SECTION 7.2	Rights of Trustee	 	22
	SECTION 7.3	Individual Rights of Trustee	 	24
	SECTION 7.4	Trustee’s Disclaimer	 	24
	SECTION 7.5	Notice Of Defaults	 	24
	SECTION 7.6	Reports by Trustee to Holders	 	24
	SECTION 7.7	Compensation and Indemnity	 	24
	SECTION 7.8	Replacement of Trustee	 	25
	SECTION 7.9	Successor Trustee by Merger, Etc	 	26
	SECTION 7.10	Eligibility; Disqualification	 	26
	SECTION 7.11	Preferential Collection of Claims Against Company	 	26
	ARTICLE VIII	 	26
	SATISFACTION AND DISCHARGE; DEFEASANCE	 	26
	SECTION 8.1	Satisfaction and Discharge of Indenture	 	26
	SECTION 8.2	Application of Trust Funds; Indemnification	 	27
	SECTION 8.3	Legal Defeasance of Securities of any Series	 	27
	SECTION 8.4	Covenant Defeasance	 	29
	SECTION 8.5	Repayment to Company	 	30
	ARTICLE IX	 	30
	AMENDMENTS AND WAIVERS	 	30
	SECTION 9.1	Without Consent of Holders	 	30
	SECTION 9.2	With Consent of Holders	 	30
	SECTION 9.3	Limitations	 	31
	SECTION 9.4	Compliance With Trust Indenture Act	 	31
	SECTION 9.5	Revocation and Effect of Consents	 	31
	SECTION 9.6	Notation on or Exchange of Securities	 	32
	SECTION 9.7	Trustee Protected	 	32
	ARTICLE X	 	32
	MISCELLANEOUS	 	32
	SECTION 10.1	Trust Indenture Act Controls	 	32
	SECTION 10.2	Notices	 	32
	SECTION 10.3	Communication by Holders with Other Holders	 	33
	SECTION 10.4	Certificate and Opinion as to Conditions Precedent	 	33
	SECTION 10.5	Statements Required in Certificate or Opinion	 	34
	SECTION 10.6	Rules by Trustee and Agents	 	34
	SECTION 10.7	Legal Holidays	 	34
	SECTION 10.8	No Recourse Against Others	 	34
	SECTION 10.9	Counterparts	 	34
	SECTION 10.10	Governing Laws	 	34
	SECTION 10.11	No Adverse Interpretation of Other Agreements	 	34
	SECTION 10.12	Successors	 	35
	SECTION 10.13	Severability	 	35
	SECTION 10.14	Table of Contents, Headings, Etc	 	35
	ARTICLE XI	 	36
	SINKING FUNDS	 	36
	SECTION 11.1	Applicability of Article	 	36
	SECTION 11.2	Satisfaction Of Sinking Fund Payments With Securities	 	36
	SECTION 11.3	Redemption Of Securities For Sinking Fund	 	36
	ARTICLE XII	 	37
	SECTION 12.1	Agreement of Subordination	 	37


 




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CROSS REFERENCE TABLE


 


	
        Trust Indenture

        Act Section
	 	 	 	
        Indenture

        Section

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


 





 



 


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


 




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Indenture dated as of __________
___, 20___ between UNITED COMMUNITY BANKS, INC., a Georgia corporation (the “Company”), and __________________,
as trustee (the “Trustee”), registrar, paying agent and service agent.


 


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


 


ARTICLE I


 


DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION 1.1 Definitions.


 


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


 


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


 


“Agent” means
any Registrar, Paying Agent, Service Agent or any other agent appointed by the Company with respect to any Series of Securities.


 


“Authorized Newspaper”
means a newspaper in an official language of the country of publication customarily published on each Business Day, whether or
not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used
or in the financial community of such place. If it shall be impractical in the opinion of the Trustee to make any publication of
any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by
the Trustee shall constitute a sufficient publication of such notice.


 


“Bearer” means
anyone in possession from time to time of a Bearer Security.


 


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


 


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


 


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


 


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


 


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


 




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“Company” means
the party named as such in the preamble to this Indenture until a successor replaces it and thereafter means the successor.


 


“Company Order”
or “Company Request” mean, respectively, a written order or request, as the case may be, signed in the name of the
Company by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal
accounting officer, and delivered to the Trustee.


  


“Corporate Trust
Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered.


 


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


 


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


 


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


 


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


 


“Dollars” and
“$” means the currency of The United States of America.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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“Responsible Officer”
means any officer of the Trustee in its Corporate Trust Office and also means, with respect to a particular corporate trust matter,
any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a particular
subject.


 


“SEC” means
the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


“Subsidiary”
of any specified person means any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other
Subsidiaries of that person or a combination thereof.


 


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


 


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


 


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


 




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SECTION 1.2 Other Definitions.


 


	Term	 	Defined in
 Section	 
	 	 	 	 	 
	“Applicable Law”	 	 	4.1	 
	“Authorized Officers”	 	 	10.2	 
	“Bankruptcy Law”	 	 	6.1	 
	“Custodian”	 	 	6.1	 
	“Electronic Means”	 	 	10.2	 
	“Event of Default”	 	 	6.1	 
	“Instructions”	 	 	10.2	 
	“Legal Holiday”	 	 	10.7	 
	“mandatory sinking fund payment”	 	 	11.1	 
	“optional sinking fund payment”	 	 	11.1	 
	“Paying Agent”	 	 	2.4	 
	“Payment Blockage Date”	 	 	12.2	 
	“Registrar”	 	 	2.4	 
	“Service Agent”	 	 	2.4	 
	“Specified Law”	 	 	10.17	 
	“successor person”	 	 	5.1	 


 


SECTION 1.3 Incorporation by Reference of
Trust Indenture Act.


 


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


 


“Commission”
means the SEC.


 


“indenture securities”
means the Securities.


 


“indenture security
holder” means a Securityholder.


 


“indenture to be
qualified” means this Indenture.


 


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


 


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


 


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


 


SECTION 1.4 Rules of Construction.


 


Unless the context otherwise requires:


 


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


 


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


 


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


 




    	 	5	 



     


    

 


	 	(d)	“or” is not exclusive;


 


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


 


	 	(f)	provisions apply to successive events and transactions.


 


ARTICLE II


 


THE SECURITIES


 


SECTION 2.1 Issuable in Series.


 


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


 


SECTION 2.2 Establishment of Terms of Series
of Securities.


 


At or prior to the issuance
of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2.1
and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.17)
by or pursuant to a Board Resolution and set forth in an Officers’ Certificate or supplemental indenture delivered pursuant
to Section 9.1(e):


 


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


 


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


 


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


 


2.2.4           the
date or dates on which the principal of the Securities of the Series is payable;


 


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


 


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


 




    	 	6	 



     


    

 


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


 


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


 


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


 


2.2.10         if
other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall
be issuable;


 


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


 


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


 


2.2.13         the
provisions, if any, relating to any security provided for the Securities of the Series;


 


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


 


2.2.15         any
addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series;


 


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


 


2.2.17         any
Depositories, Agents, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities
of such Series if other than those appointed herein.


 


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


 


SECTION 2.3 Execution and Authentication.


 


One Officer shall sign
the Securities for the Company by manual or facsimile signature.


 


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


 




    	 	7	 



     


    

 


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


 


The Trustee shall at any
time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution
and Officers’ Certificate or supplemental indenture hereto, upon receipt by the Trustee of a Company Order. Each Security
shall be dated the date of its authentication unless otherwise provided by a Board Resolution and Officers’ Certificate or
supplemental indenture hereto.


 


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


 


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


 


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


 


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


 


SECTION 2.4 Registrar, Paying Agent and
Service Agent.


 


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


 


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


 




    	 	8	 



     


    

 


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


 


SECTION 2.5 Paying Agent to Hold Money in
Trust.


 


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


 


SECTION 2.6 Securityholder Lists.


 


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


 


SECTION 2.7 Transfer and Exchange.


 


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


 


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


 


SECTION 2.8 Mutilated, Destroyed, Lost
and Stolen Securities.


 


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


 


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


 




    	 	9	 



     


    

 


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


 


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


 


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


 


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


 


SECTION 2.9 Outstanding Securities.


 


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


 


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


 


If the Trustee or any Paying
Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities
of a Series money sufficient to pay such Securities payable on that date and the Trustee or such Paying Agent, as the case may
be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture and such Securities,
then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue.


 


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


 


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


 


SECTION 2.10 Treasury Securities.


 


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


 




    	 	10	 



     


    

 


SECTION 2.11 Temporary Securities.


 


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


 


SECTION 2.12 Cancellation.


 


The Company at any time
may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for
transfer, exchange, payment, replacement or cancellation and deliver such canceled Securities to the Company upon Company Request,
unless the Company otherwise directs; provided that the Trustee shall not be required to destroy Securities. The Company may not
issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.


 


SECTION 2.13 Defaulted Interest.


 


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


 


SECTION 2.14 Global Securities.


 


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


 


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


 


Except as provided in this
Section 2.14.2, a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security
to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by
the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.


 


Neither the Trustee nor
any Agent shall be under any obligation or have any duty to (i) monitor compliance with or with respect to any securities or tax
laws (including, but not limited to, any United States federal or state or other securities or tax laws), and/or (ii) except as
specifically provided herein, obtain documentation on any transfer or exchange of Securities.


 




    	 	11	 



     


    

 


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


 


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


 


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


 


2.14.5           Payments.
Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the
principal of and interest, if any, on any Global Security shall be made to the Holder thereof, subject to the rights of the Holder
as of a record date to receive payments of interest on the related interest payment date.


 


2.14.6           Consents,
Declaration And Directions. The Company, the Trustee and any Agent shall, with respect to registered Securities, treat the
person in whose name any Security is registered in the register maintained by the Registrar and, with respect to Bearer Securities,
the Bearer thereof, as the Holder of such Security, for purposes of obtaining any consents, declarations, waivers or directions
required to be given by the Holders pursuant to this Indenture.


 


2.14.7           No
Liability. Neither the Trustee nor any Agent shall have any responsibility or obligation to any beneficial owner of an interest
in the Global Securities, an agent member of, or a participant in, the Depository or other person with respect to the accuracy
of the records of the Depository or its nominees or of any participant or member thereof, with respect to any ownership interest
in the Global Securities or with respect to the delivery to any participant, agent member, beneficial owner or other person (other
than the Depository) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Securities
(or other security or property) under or with respect to such Securities. The rights of beneficial owners in any Global Securities
shall be exercised only through the Depository, subject to its applicable rules and procedures. The Trustee and each Agent may
rely and shall be fully protected in relying upon information furnished by the Depository with respect to its agent members, participants
and any beneficial owners.


 


SECTION 2.15 CUSIP Numbers.


 


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


 




    	 	12	 



     


    

 


ARTICLE III


 


REDEMPTION


 


SECTION 3.1 Notice to Trustee.


 


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


 


SECTION 3.2 Selection of Securities to be
Redeemed.


 


Unless otherwise indicated
for a particular Series by a Board Resolution and Officers’ Certificate or supplemental indenture hereto if less than all
the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed shall, in respect
of Global Securities, be selected in accordance with the procedures of the applicable Depository. The selection shall be made from
Securities of the Series outstanding not previously called for redemption. Securities of the Series and portions of them selected
for redemption shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable
in other denominations pursuant to Section 2.2.10, the minimum principal denomination for each Series and integral multiples thereof.


 


SECTION 3.3 Notice of Redemption.


 


Unless otherwise indicated
for a particular Series by Board Resolution and Officers’ Certificate or supplemental indenture hereto, at least 10 days
but not more than 60 days before a redemption date, the Company shall give a notice of redemption to each Holder whose Securities
are to be redeemed in accordance with Section 10.2.


 


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


 


	 	(a)	the redemption date;


 


	 	(b)	the redemption price;


 


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


 


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


 


	 	(e)	that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date (unless the Company defaults in the payment of the redemption price);


 


	 	(f)	the CUSIP number, if any; and


 


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


 


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


 


SECTION 3.4 Effect of Notice of Redemption.


 


Once notice of redemption
is given as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date
and at the redemption price. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued
interest to the redemption date, provided that installments of interest whose Stated Maturity is on or prior to the redemption
date shall be payable to the Holders of such Securities (or one or more predecessor Securities) registered at the close of business
on the relevant record date therefor according to their terms and the terms of this Indenture.


 




    	 	13	 



     


    

 


SECTION 3.5 Deposit of Redemption Price.


 


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


 


SECTION 3.6 Securities Redeemed in Part.


 


Upon surrender of a Security
that is redeemed in part, the Trustee shall, upon Company Order, authenticate for the Holder a new Security of the same Series
and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.


 


ARTICLE IV


 


COVENANTS


 


SECTION 4.1 Payment of Principal and Interest.


 


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


 


In order to comply with
applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Securities
and this Indenture in effect from time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee,
paying agent or other party is or has agreed to be subject to, the Company agrees (i) to provide to the Trustee and the Agents
sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so
the Trustee and each Agent can determine whether it has tax related obligations under Applicable Law, and (ii) that the Trustee
and each Agent shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable
Law for which the Trustee and the Agents shall not have any liability.


 


SECTION 4.2 SEC Reports.


 


The Company shall deliver
to the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents,
and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply
with the other provisions of TIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained
therein or determinable from information contained therein, including the Company’s compliance with any of its covenants
under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). The Trustee shall
have no obligation to determine whether or not the Company has delivered reports in accordance with this Section 4.2.


 


SECTION 4.3 Compliance Certificate.


  


	 	(a)	The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending December 31, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his/her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he may have knowledge).


 




    	 	14	 



     


    

 


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


 


SECTION 4.4 Stay, Extension and Usury Laws.


 


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


 


SECTION 4.5 Corporate Existence.


 


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


 


SECTION 4.6 Taxes.


 


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


 


ARTICLE V


 


SUCCESSORS


 


SECTION 5.1 When Company May Merge, Etc.


 


The Company shall not consolidate
with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, any person (a
“successor person”) unless:


 


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


 


	 	(b)	immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.


 




    	 	15	 



     


    

 


The Company shall deliver
to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel stating
that the proposed transaction and any supplemental indenture comply with this Indenture and that all conditions precedent to the
transaction and the execution of any supplemental indenture have been satisfied.


 


SECTION 5.2 Successor Corporation Substituted.


 


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


 


ARTICLE VI


 


DEFAULTS AND REMEDIES


 


SECTION 6.1 Events of Default.


 


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


 


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


 


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


 


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


 


	 	(d)	default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty for which the consequences of nonperformance or breach are addressed elsewhere in this Section 6.1 and other than a covenant or warranty that has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which default continues uncured for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than a majority in principal amount of the outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


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


 


	 	(i)	commences a voluntary case,


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


	 	(h)	any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution and Officers’ Certificate or supplemental indenture, as contemplated by Section 2.2.


 


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


 


SECTION 6.2 Acceleration of Maturity; Rescission
and Annulment.


 


Unless a Board Resolution
and Officers’ Certificate or supplemental indenture hereto establishing or evidencing the establishment of a Series of Securities
or the terms of the Securities of a Series pursuant to this Indenture shall provide otherwise, if an Event of Default with respect
to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section
6.1(e) or (f)), then in every such case the Trustee or the Holders of not less than a majority in principal amount of the outstanding
Securities of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such
portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any,
on all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest,
if any, shall become immediately due and payable. If an Event of Default specified in Section 6.1(e) or (f) shall occur, the principal
amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto
become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.


 


At any time after the occurrence
of an Event of Default with respect to Securities of one or more Series and before a judgment or decree for payment of the money
due has been obtained by the Trustee as provided below in this Article VI, the Holders of not less than a majority in aggregate
principal amount of the outstanding Securities of all affected Series (voting as one class), by written notice to the Company and
the Trustee may waive all defaults with respect to all affected Series, and may rescind and annul the consequences of the Event
of Default, if:


 


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


 


(a) all overdue installments
of any interest on any Securities of such Series that have become due otherwise than by such declaration of acceleration,


 


(b) the principal of and
any premium on any Securities of such Series which have become due otherwise than by such declaration of acceleration and, to the
extent permitted by applicable law, interest thereon at the rate or respective rates, as the case may be, provided for in or with
respect to such Securities, or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be,
of interest borne by such Securities,


 




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(c) to the extent permitted
by applicable law, interest upon installments of any interest, if any, which have become due otherwise than by such declaration
of acceleration at the rate or respective rates, as the case may be, provided for in or with respect to such Securities, or, if
no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Securities,
and


 


(d) all sums paid or advanced
by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel
and all other amounts due the Trustee under Section 7.7; and


 


(2)
all Events of Default with respect to Securities of all affected Series other than the nonpayment of the principal of, or any premium
and interest on, Securities of the affected Series that shall have become due solely by such acceleration, shall have been cured
or waived as provided in Section 6.13.  


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


 


SECTION 6.3 Collection of Indebtedness and
Suits for Enforcement By Trustee.


 


The Company covenants that
if:


 


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


 


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


 


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


 


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


 


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


 


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


 




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SECTION 6.4 Trustee May File Proofs of Claim.


 


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


 


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


 


SECTION 6.5 Trustee May Enforce Claims Without
Possession of Securities.


 


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


 


SECTION 6.6 Application of Money Collected.


 


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


 


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


 


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


 


Third: To the Company.


 


SECTION 6.7 Limitation on Suits.


 


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


 


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


 


	 	(b)	the Holders of at least a majority in aggregate principal amount of the outstanding Securities of that Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 




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


 


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


 


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


 


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


 


SECTION 6.8 Unconditional Right of Holders
to Receive Principal and Interest.


 


Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment
of the principal of and interest, if any, on such Security on the Stated Maturity or Stated Maturities expressed in such Security
(or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.


 


SECTION 6.9 Restoration of Rights and Remedies.


 


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


 


SECTION 6.10 Rights and Remedies Cumulative.


 


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


 


SECTION 6.11 Delay or Omission Not
Waiver.


 


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


 




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SECTION 6.12 Control by Holders.


 


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


 


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


 


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


 


	 	(c)	subject to the provisions of Section 7.1 and Section 7.2, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability.


 


SECTION 6.13 Waiver of Past Defaults.


 


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


 


SECTION 6.14 Undertaking for
Costs.


 


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


 


ARTICLE VII


 


TRUSTEE


 


SECTION 7.1 Duties of Trustee.


 


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


 




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


 


	 	(i)	The Trustee need perform only those duties that are specifically set forth in this Indenture and no others.


 


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


 


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


 


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


 


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


 


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


 


	 	(d)	Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.1.


 


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


 


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


 


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


  


SECTION 7.2 Rights of Trustee.


 


Subject to the provisions
of Section 7.1:


 


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


 




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


 


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


 


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


  


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


 


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


 


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


 


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


 


		(i)	In no event shall the Trustee be liable under or in connection with this Indenture for indirect,
special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits,
whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action
in which such damages are sought.



 


		(j)	In no event shall the Trustee be liable for any failure or delay in the performance of its obligations
under this Indenture because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including
any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture,
inability to obtain material, equipment, or communications or computer facilities, the failure of equipment or interruption of
communications or computer facilities, or the unavailability of the Federal Reserve Bank, and other causes beyond its control whether
or not of the same class or kind as specifically named above.



 


		(k)	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,
each Agent and to each agent, custodian and other person employed to act hereunder.



 




    	 	23	 



     


    

 


		(l)	The Trustee may request that the Company deliver an Officers’
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 Officers’ 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.



 


		(m)	The permissive rights of the Trustee enumerated herein
shall not be construed as duties.



 


SECTION 7.3 Individual Rights of Trustee.


 


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


 


SECTION 7.4 Trustee’s Disclaimer.


 


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


 


SECTION 7.5 Notice of Defaults.


 


If a Default or Event of
Default occurs and is continuing with respect to the Securities of any Series and if the Trustee is deemed to have knowledge in
accordance with Section 7.2 (h), the Trustee shall give to each Securityholder of the Securities of that Series notice in accordance
with Section 10.2 of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of
the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of
principal of or interest on any Security of any Series, the Trustee may withhold the notice if and so long as its corporate trust
committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of
Securityholders of that Series.


 


SECTION 7.6 Reports by Trustee to Holders.


 


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


 


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


 


SECTION 7.7 Compensation and Indemnity.


 


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


 




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The Company agrees to indemnify
and hold harmless the Trustee and each of its affiliates and their respective officers, directors, employees, representatives and
agents (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs and
expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded
against any Indemnified Party and arise in any way out of or in connection with or by reason of this Indenture or any of the transactions
contemplated herein, including the enforcement of their rights under this Indenture, except to the extent such claim, damage, loss,
liability, costs or expense resulted from such Indemnified Party’s own negligence or bad faith. In the case of an investigation,
litigation or other proceeding to which the indemnity in this Section 7.7 applies, such indemnity shall be effective (i) whether
or not such investigation, litigation or proceeding is brought by the Company, its directors, shareholders or creditors, or any
Indemnified Party, (ii) whether or not any other person or an Indemnified Party is otherwise a party thereto and (iii) whether
or not the transactions contemplated hereby are consummated.


 


If the indemnification
provided for in the preceding paragraph is invalid or unenforceable in accordance with its terms, then the Company shall contribute
to the amount paid or payable by the Trustee as a result of such liability in such proportion as is appropriate to reflect the
relative benefits received by the Company on one hand and the Trustee on the other from the transactions relating to this Indenture.


 


The term “liability”,
as used herein, shall mean any losses, claims, damages, expenses (including without limitation the Trustee’s reasonable and
documented costs and expenses in defending itself against any losses, claims or investigations of any nature whatsoever or in bringing
an action) or other liabilities, joint or several, arising out of or in connection with any claim, litigation, investigation or
proceeding relating to this Indenture and any transactions contemplated thereby (including, without limitation, any claim, litigation,
investigation or proceeding asserting violation of applicable laws).


 


The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity. The Trustee may have separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld.


 


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


 


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


 


The provisions of this
Section shall survive the termination of this Indenture.


 


SECTION 7.8 Replacement of Trustee.


 


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


 


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


 


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


 


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


 


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


 




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	 	(d)	the Trustee becomes incapable of acting.


 


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


 


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


 


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section
7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture.
A successor Trustee shall give a notice of its succession to each Securityholder of each such Series to the Holders in accordance
with Section 10.2 and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof
shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement.


 


SECTION 7.9 Successor Trustee
by Merger, Etc.


 


If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all of its corporate trust business (including its obligations
under this Indenture) to, another corporation, the successor corporation without any further act shall be the successor Trustee.


 


SECTION 7.10 Eligibility; Disqualification.


 


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


 


SECTION 7.11 Preferential Collection
of Claims Against Company.


 


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


 


ARTICLE VIII


 


SATISFACTION AND DISCHARGE; DEFEASANCE


 


SECTION 8.1 Satisfaction and Discharge of
Indenture.


 


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


 


	 	(a)	either:


 


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


 




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	 	(ii)	all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;


 


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


 


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


 


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


 


SECTION 8.2 Application of Trust Funds;
Indemnification.


 


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


 


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


 


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


 


SECTION 8.3 Legal Defeasance of Securities
of Any Series.


 


In addition to the discharge
of this Indenture pursuant to Section 8.1, unless this Section 8.3 is otherwise specified, pursuant to Section 2.2.16, to be inapplicable
to Securities of any Series, the Company shall be deemed to have paid and discharged the entire Indebtedness on all the outstanding
Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (c)(i) hereof, and the provisions
of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee,
at the expense of the Company, shall, at the expense of the Company upon Company Request, execute instruments acknowledging the
same), except as to:


 




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	 	(a)	the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (c)(1) hereof, (i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal or interest, and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series;


 


	 	(b)	the provisions of Sections 2.4, 2.7, 2.8, 7.7, 8.2, 8.3, and 8.5; and


 


	 	(c)	
        the rights, powers, trust and immunities of
        the Trustee hereunder;

         

        provided that, the following conditions shall
        have been satisfied:



 


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


 


	 	 	(ii)	such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;


 


	 	 	(iii)	no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;


 


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


 


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


 




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


 


SECTION 8.4 Covenant Defeasance.


 


Unless this Section 8.4
is otherwise specified, pursuant to Section 2.2.16, to be inapplicable to Securities of any Series, on and after the 91st day after
the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of
any Series with any term, provision or condition set forth under Sections 4.2, 4.3(a), 4.4, 4.6, 5.1 and 5.2 as well as any additional
covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution and Officers’ Certificate
delivered pursuant to Section 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of
Default with respect to such Series under Section 6.1) and the occurrence of any event specified in a supplemental indenture for
such Series of Securities or a Board Resolution and Officers’ Certificate delivered pursuant to Section 2.2 and designated
as an Event of Default relating to Sections 4.2, 4.3(a), 4.4, 4.6, 5.1, 5.2 and such other Section shall not constitute a Default
or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have
been satisfied:


 


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


 


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


 


	 	(c)	No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;


 


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


 


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


 




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SECTION 8.5 Repayment to Company.


 


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


 


ARTICLE IX


 


AMENDMENTS AND WAIVERS


 


SECTION 9.1 Without Consent of Holders.


 


The Company and the Trustee
may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holders of such Securities:


 


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


 


	 	(b)	to comply with Article V;


 


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


 


	 	(d)	to make any change that does not adversely affect the rights of any Holders of such Securities in any material respect;


 


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


 


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


 


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


 


Provided that such amendment or supplement
does not have a material and adverse effect on the rights, preferences or privileges of the Trustee and the Holders of such Securities.


 


SECTION 9.2 With Consent of Holders.


 


Subject to Section 9.3,
the Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority
in aggregate principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents
obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the
rights of the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in aggregate
principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained in connection
with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with any provision
of this Indenture or the Securities with respect to such Series.


 


It shall not be necessary
for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental
indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture
or waiver under this section becomes effective, the Company shall give to the Holders of Securities affected thereby in accordance
with Section 10.2, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to give such notice,
or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.


 




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SECTION 9.3 Limitations.


 


Without the consent of
each Securityholder affected, an amendment or waiver may not:


 


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


 


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


 


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


 


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


 


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


 


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


 


	 	(g)	make any change in Sections 6.8, 6.13, or 9.3; or


 


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


 


SECTION 9.4 Compliance with Trust Indenture
Act.


 


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


 


SECTION 9.5 Revocation and Effect of
Consents.


 


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


 


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


 




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SECTION 9.6 Notation on or Exchange of Securities.


 


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


 


SECTION 9.7 Trustee Protected.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1 and Section 7.2) shall be fully
protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except that the Trustee
need not sign any supplemental indenture that adversely affects its rights, duties, liabilities, protections, benefits, immunities
or indemnities.


 


ARTICLE X


 


MISCELLANEOUS


 


SECTION 10.1 Trust Indenture Act Controls.


 


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


 


SECTION 10.2 Notices.


 


Any notice, instruction,
request, direction or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is
duly given if in writing and delivered in person, mailed by first-class mail or by a nationally recognized overnight courier, or
sent by facsimile e-mail of a PDF document:


 


if to the Company:


 


United Community Banks,
Inc.


2 West Washington Street


Greenville, South Carolina
29601


Attention: Jefferson Harralson


Telephone: (706) 781-2265


Facsimile: (706) 745-9046


 


if to the Trustee:


 


________________________________


________________________________


Attention: ________________________


Facsimile: ________________________


 


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


 


Any notice or communication
to a Securityholder (i) of a non-Global Security shall be mailed by first-class mail to his address shown on the register kept
by the Registrar and (ii) of a Global Security shall be given to the Depository therefor in accordance with its applicable procedures
and, if any Bearer Securities are outstanding, published in an Authorized Newspaper. Failure to give a notice or communication
to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of
that or any other Series.


 




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


 


If the Company gives a
notice or communication to Securityholders, it shall give a copy to the Trustee and each Agent at the same time.


 


The Trustee shall have
the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant
to this Indenture and delivered using the following communications methods: e-mail, facsimile transmission, secure electronic transmission
containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system
specified by the Trustee as available for use in connection with its services hereunder (collectively, “Electronic Means”);
provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority
to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers,
which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the
Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such
Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees
that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively
presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to
the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers
transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard
the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the
Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent
written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions
to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception
and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of
transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s)
selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions
provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify
the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.


 


SECTION 10.3 Communication by Holders with
Other Holders.


 


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


 


SECTION 10.4 Certificate and Opinion as
to Conditions Precedent.


 


Upon any request or application
by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 


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


 


	 	(b)	an Opinion of Counsel stating that, in the opinion of such counsel, such action is authorized or permitted by this Indenture and all conditions precedent to taking such action have been complied with.


 




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SECTION 10.5 Statements Required in Certificate
or Opinion.


 


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


 


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


 


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


 


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


 


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


 


SECTION 10.6 Rules by Trustee and Agents.


 


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


 


SECTION 10.7 Legal Holidays.


 


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


 


SECTION 10.8 No Recourse Against Others.


 


A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or
this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder
by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue
of the Securities.


 


SECTION 10.9 Counterparts.


 


This Indenture may be executed
in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement.


 


SECTION 10.10 Governing Laws.


 


THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE,
WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.


 


SECTION 10.11 No Adverse Interpretation
of Other Agreements.


 


This Indenture may not
be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


 




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SECTION 10.12 Successors.


 


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


 


SECTION 10.13 Severability.


 


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


 


SECTION 10.14 Table of Contents, Headings,
Etc.


 


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


 


SECTION 10.15 Submission to Jurisdiction.


 


The Company, the Trustee
and each Holder of any Security (by such Holder’s acceptance thereof) hereby irrevocably (i) submit to the non-exclusive
jurisdiction of any New York State or Federal court sitting in New York City in the Borough of Manhattan, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this Indenture or the Securities, (ii) agree that all
claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted
by law, in such Federal court, (iii) waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding, and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Company hereby agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or substantially similar form of mail), postage prepaid to the Company at its address specified in Section 10.2 or at such other
address of which the Trustee shall have been notified in writing pursuant thereto.


 


SECTION 10.16 Waiver of Jury Trial.


 


THE COMPANY, THE TRUSTEE
AND EACH HOLDER OF ANY SECURITY BY SUCH HOLDER’S ACCEPTANCE THEREOF, HEREBY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


SECTION 10.17 Patriot Act.


 


In order to comply with
laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating
to the funding of terrorist activities and money laundering (“Specified Law”), ________________________. is required
to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with
_______________. Accordingly, the Company and, by its acceptance of a Security, each Holder, agrees to provide to __________________
upon its request from time to time such identifying information and documentation as may be available for such party in order to
enable __________________ to comply with Specified Law.


 




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ARTICLE XI


 


SINKING FUNDS


 


SECTION 11.1 Applicability of Article.


 


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


 


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


 


SECTION 11.2 Satisfaction of Sinking
Fund Payments with Securities.


 


The Company may, in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of
such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than
any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series
to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the election
of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the
application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities,
provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together
with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Securities are
selected for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result
of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities
of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Securities of such
Series need not be called for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that
the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any
cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that
Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company.


 


SECTION 11.3 Redemption of Securities for
Sinking Fund.


 


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


 




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ARTICLE XII


 


SUBORDINATION OF SECURITIES


 


SECTION 12.1 Agreement of Subordination.


 


The Company covenants and
agrees, and each Holder of Securities of any Series issued hereunder by such Holder’s acceptance thereof, likewise covenants
and agrees, that all Securities shall be issued subject to the provisions of this Article XII; and each person holding any Security,
whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions.


 


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


 


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


 


SECTION 12.2 Payments to Holders.


 


No payment shall be made
with respect to the principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption
price with respect to the Securities to be called for redemption in accordance with Article III of this Indenture), except payments
and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if:


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 




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


 


SECTION 12.3 Subrogation of Securities.


 


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


 


Nothing contained in this
Article XII or elsewhere in this Indenture or in the Securities shall: (i) impair, as between the Company and Holders of the Securities,
the obligations of the Company, to make, or prevent the Company from making, at any time except as provided in Section 12.2, payments
of principal of, or interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Company under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on, the Securities,
as and when the same shall become due and payable in accordance with the terms of the Securities; (ii) affect the relative rights
of the Holders of the Securities and creditors of the Company other than the holders of the Senior Indebtedness; (iii) except as
otherwise expressly provided in the in this Indenture and the Securities with respect to the limitation on the rights of the Trustee
and the Holders of Securities, to accelerate the maturity of the Notes and pursue remedies upon such an acceleration, prevent the
Holder of any Securities or the Trustee from exercising all remedies otherwise permitted by applicable law upon default thereunder,
subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness in respect of cash, property or securities
of the Company received upon the exercise of such remedy; or (iv) prevent the application by the Trustee or any Paying Agent of
any moneys deposited with it hereunder to the payment of or on account of the principal of, or interest on, the Securities or prevent
the receipt by the Trustee or any Paying Agent of such moneys, if, prior to the second Business Day prior to such deposit, the
Trustee or such Paying Agent did not have written notice of any event prohibiting the making of such deposit by the Company.


 


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


 




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SECTION 12.4 Authorization to Effect Subordination.


 


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


 


SECTION 12.5 Notice to Trustee.


 


The Company shall give
prompt written notice in the form of an Officers’ Certificate the Trustee and to any Paying Agent of any fact known to the
Company which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Securities
pursuant to the provisions of this Article XII. Notwithstanding the provisions of this Article XII or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any
payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article XII, unless and
until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company
(in the form of an Officers’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee
thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1 and Section 7.2,
shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days
prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation,
the payment of the principal of, or premium, if any, or interest on any Security) the Trustee shall not have received, with respect
to such monies, the notice provided for in this Section 12.5, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.


 


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


 


The Trustee, subject to
the provisions of Section 7.1 and Section 7.2, shall be entitled to rely on the delivery to it of a written notice by a Representative
or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that
such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of
any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee
may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article XII, and if such evidence is not furnished the Trustee may defer any
payment to such person pending judicial determination as to the right of such person to receive such payment.


 


SECTION 12.6 Trustee’s Relation to
Senior Indebtedness.


 


The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article XII in respect of any Senior Indebtedness at any time held
by it, to the same extent as any other holder of Senior Indebtedness, and nothing in Section 7.11 or elsewhere in this Indenture
shall deprive the Trustee of any of its rights as such holder.


 




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


 


SECTION 12.7 No Impairment of Subordination.


 


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


 


SECTION 12.8 Article Applicable to Paying
Agents.


 


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


 


SECTION 12.9 Senior Indebtedness Entitled
to Rely.


 


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


 


[Signatures on Following Pages]


 




    	 	41	 



     


    

 


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


 


	 	UNITED COMMUNITY BANKS, INC., as Issuer
	 	 	 
	 	By:	 
	 	Name:
	 	Its:
	 	 	 
	 	[TRUSTEE]
	 	 	 
	 	By:	 
	 	Name:
	 	Its:


 


[Signature Page to Indenture]