Exhibit 4.5

  

   

    

   

  
    
      

      

       

      HOWARD BANCORP, INC.,

       

      AS ISSUER

       

      AND

       

      [ _________________ ],

       

      AS TRUSTEE

       

      SENIOR INDENTURE

       

      DATED AS OF [ ____________________________________ , _______]

      

       

      

      SENIOR DEBT SECURITIES

      

      

      

      

      
        
          


      

      

      

       

      CROSS-REFERENCE TABLE

       

      Reconciliation and tie between the Trust Indenture Act of 1939, as amended (the "TIA"), and the Indenture dated as of __________, 2020.

       

       

      

      
        	
                SECTION OF ACT

              	
                SECTION OF INDENTURE

              
	
                310(a)(1) and (2)

              	
                7.09

              
	
                310(a)(3) and (4)

              	
                Not applicable

              
	
                310(a)(5)

              	
                7.09

              
	
                310(b)

              	
                7.08 and 7.10

              
	
                310(c)

              	
                Not applicable

              
	
                311(a) and (b)

              	
                7.13

              
	
                311(c)

              	
                Not applicable

              
	
                312(a)

              	
                5.01 and 5.02(a)

              
	
                312(b) and (c)

              	
                5.02(b) and (c)

              
	
                313(a)

              	
                5.04(a)

              
	
                313(b)(1)

              	
                Not applicable

              
	
                313(b)(2)

              	
                5.04(b)

              
	
                313(c)

              	
                5.04(c)

              
	
                313(d)

              	
                5.04(d)

              
	
                314(a)

              	
                5.03

              
	
                314(b)

              	
                Not applicable

              
	
                314(c)(1) and (2)

              	
                14.04

              
	
                314(c)(3)

              	
                Not applicable

              
	
                314(d)

              	
                Not applicable

              
	
                314(e)

              	
                15.05

              
	
                314(f)

              	
                Not applicable

              
	
                315(a), (c) and (d)

              	
                7.01

              
	
                315(b)

              	
                7.14

              
	
                315(e)

              	
                6.14

              
	
                316(a)(1)

              	
                6.12

              
	
                316(a)(2)

              	
                Omitted

              
	
                316(a) last sentence

              	
                8.04

              
	
                316(b)

              	
                6.08

              
	
                316(c)

              	
                8.06

              
	
                317(a)

              	
                6.03 and 6.04

              
	
                317(b)

              	
                4.03(a)

              
	
                318(a)

              	
                15.07

              


      

    

     

    

    Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.
       

       Attention should also be directed to Section 318(c) of the TIA, which provides that the provisions of Sections 310 to and including Section 317 of the TIA are a part of and govern every qualified indenture, whether or not physically contained
        therein.
        

        

        
          
            


        

      

       

      

      TABLE OF CONTENTS

      
         

        

         

        

        	 	 	Page

              
	 	 	 
	
                ARTICLE 1 DEFINITIONS

              	
                1

              
	 	 	 
	 	
                SECTION 1.01. Definitions

              	
                1

              
	 	 	 
	
                ARTICLE 2 ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

              	
                6

              
	 	 	 
	 	
                SECTION 2.01. Amount Unlimited; Issuable in Series

              	
                6

              
	 	 	 
	 	
                SECTION 2.02. Form of Trustee's Certificate of Authentication

              	
                7

              
	 	 	 
	 	
                SECTION 2.03. Form of Securities Generally; Establishment of Terms of Series

              	
                7

              
	 	 	 
	 	
                SECTION 2.04. Securities in Global Form

              	
                10

              
	 	 	 
	 	
                SECTION 2.05. Denominations; Record Date; Payment of Interest

              	
                11

              
	 	 	 
	 	
                SECTION 2.06. Execution, Authentication, Delivery and Dating of Securities

              	
                12

              
	 	 	 
	 	
                SECTION 2.07. Exchange and Registration of Transfer of Securities

              	
                14

              
	 	 	 
	 	
                SECTION 2.08. Temporary Securities

              	
                17

              
	 	 	 
	 	
                SECTION 2.09. Mutilated, Destroyed, Lost or Stolen Securities and Coupons

              	
                18

              
	 	 	 
	 	
                SECTION 2.10. Cancellation

              	
                19

              
	 	 	 
	 	
                SECTION 2.11. Book Entry Only System

              	
                19

              
	 	 
	
                ARTICLE 3 REDEMPTION OF SECURITIES

              	
                20

              
	 	 	 
	 	
                SECTION 3.01. Redemption of Securities, Applicability of Section

              	
                20

              
	 	 	 
	 	
                SECTION 3.02. Notice of Redemption, Selection of Securities

              	
                20

              
	 	 	 
	 	
                SECTION 3.03. Payment of Securities Called for Redemption

              	
                21

              
	 	 	 
	 	
                SECTION 3.04. Redemption Suspended During Event of Default

              	
                22

              
	 	 	 
	
                ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY

              	
                23

              
	 	 	 
	 	
                SECTION 4.01. Payment of Principal, Premium and Interest

              	
                23

              
	 	 	 
	 	
                SECTION 4.02. Offices for Notices and Payments, etc.

              	
                23

              
	 	 	 
	 	
                SECTION 4.03. Provisions as to Paying Agent

              	
                24

              


      

      

      

      
        
          


      

      
        	 	
                SECTION 4.04. Statement as to Compliance

              	
                26

              
	 	 	 
	 	
                SECTION 4.05. Corporate Existence

              	
                26

              
	 	 	 
	 	
                SECTION 4.06. Ownership of Material Subsidiary Stock

              	
                26

              
	 	 	 
	 	
                SECTION 4.07. Waiver of Covenants

              	
                27

              
	 	 	 
	
                ARTICLE 5 SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

              	
                28

              
	 	 	 
	 	
                SECTION 5.01. Securityholder Lists

              	
                28

              
	 	 	 
	 	
                SECTION 5.02. Preservation and Disclosure of Lists

              	
                28

              
	 	 	 
	 	
                SECTION 5.03. Reports by the Company

              	
                28

              
	 	 	 
	 	
                SECTION 5.04. Reports by the Trustee

              	
                29

              
	 	 	 
	
                ARTICLE 6 REMEDIES

              	
                29

              
	 	 	 
	 	
                SECTION 6.01. Events of Default; Acceleration of Maturity

              	
                29

              
	 	 	 
	 	
                SECTION 6.02. Rescission and Annulment

              	
                31

              
	 	 	 
	 	
                SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee

              	
                31

              
	 	 	 
	 	
                SECTION 6.04. Trustee May File Proofs of Claim

              	
                32

              
	 	 	 
	 	
                SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities or Coupons

              	
                33

              
	 	 	 
	 	
                SECTION 6.06. Application of Money Collected

              	
                33

              
	 	 	 
	 	
                SECTION 6.07. Limitation on Suits

              	
                34

              
	 	 	 
	 	
                SECTION 6.08. Unconditional Right of Securityholders to Receive Principal and Interest

              	
                34

              
	 	 	 
	 	
                SECTION 6.09. Restoration of Rights and Remedies

              	
                34

              
	 	 	 
	 	
                SECTION 6.10. Rights and Remedies Cumulative

              	
                35

              
	 	 	 
	 	
                SECTION 6.11. Delay or Omission Not Waiver

              	
                35

              
	 	 	 
	 	
                SECTION 6.12. Control by Securityholders

              	
                35

              
	 	 	 
	 	
                SECTION 6.13. Waiver of Past Defaults

              	
                36

              


      

      

      

      
        
          


      

      
        	 	
                SECTION 6.14. Undertaking for Costs

              	
                36

              
	 	 	 
	 	
                SECTION 6.15. Waiver of Stay or Extension Laws

              	
                36

              
	 	 	 
	
                ARTICLE 7 CONCERNING THE TRUSTEE

              	
                37

              
	 	 	 
	 	
                SECTION 7.01. Duties and Responsibilities of Trustee

              	
                37

              
	 	 	 
	 	
                SECTION 7.02. Reliance on Documents, Opinions, etc.

              	
                38

              
	 	 	 
	 	
                SECTION 7.03. No Responsibility for Recitals, etc.

              	
                39

              
	 	 	 
	 	
                SECTION 7.04. Ownership of Securities

              	
                39

              
	 	 	 
	 	
                SECTION 7.05. Moneys to be Held in Trust

              	
                39

              
	 	 	 
	 	
                SECTION 7.06. Compensation and Expenses of Trustee

              	
                39

              
	 	 	 
	 	
                SECTION 7.07. Officer's Certificate as Evidence

              	
                40

              
	 	 	 
	 	
                SECTION 7.08. Disqualifications; Conflicting Interest of Trustee

              	
                40

              
	 	 	 
	 	
                SECTION 7.09. Eligibility of Trustee

              	
                40

              
	 	 	 
	 	
                SECTION 7.10. Resignation or Removal of Trustee

              	
                41

              
	 	 	 
	 	
                SECTION 7.11. Acceptance by Successor Trustee

              	
                42

              
	 	 	 
	 	
                SECTION 7.12. Successor by Merger, etc.

              	
                43

              
	 	 	 
	 	
                SECTION 7.13. Limitations on Rights of Trustee as Creditor

              	
                43

              
	 	 	 
	 	
                SECTION 7.14. Notice of Default

              	
                43

              
	 	 	 
	 	
                SECTION 7.15. Appointment of Authenticating Agent

              	
                44

              
	 	 	 
	
                ARTICLE 8 CONCERNING THE SECURITYHOLDERS

              	
                45

              
	 	 	 
	 	
                SECTION 8.01. Action by Securityholders

              	
                45

              
	 	 	 
	 	
                SECTION 8.02. Proof of Execution by Securityholders

              	
                46

              
	 	 	 
	 	
                SECTION 8.03. Who Are Deemed Absolute Owners

              	
                46

              
	 	 	 
	 	
                SECTION 8.04. Company-Owned Securities Disregarded

              	
                47

              
	 	 	 
	 	
                SECTION 8.05. Revocation of Consents; Future Securityholders Bound

              	
                47

              
	 	 	 
	 	
                SECTION 8.06. Record Date

              	
                48

              


      

      

      

      
        
          


      

      
        	
                ARTICLE 9 SECURITYHOLDERS' MEETINGS

              	
                48

              
	 	 	 
	 	
                SECTION 9.01. Purposes of Meeting

              	
                48

              
	 	 	 
	 	
                SECTION 9.02. Call of Meetings by Trustee

              	
                48

              
	 	 	 
	 	
                SECTION 9.03. Call of Meetings by Company or Securityholders

              	
                49

              
	 	 	 
	 	
                SECTION 9.04. Qualifications for Voting

              	
                49

              
	 	 	 
	 	
                SECTION 9.05. Regulations

              	
                49

              
	 	 	 
	 	
                SECTION 9.06. Voting

              	
                50

              
	 	 	 
	
                ARTICLE 10 SUPPLEMENTAL INDENTURES

              	
                50

              
	 	 	 
	 	
                SECTION 10.01. Supplemental Indentures without Consent of Securityholders

              	
                50

              
	 	 	 
	 	
                SECTION 10.02. Supplemental Indentures with Consent of Holders

              	
                52

              
	 	 	 
	 	
                SECTION 10.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures

              	
                53

              
	 	 	 
	 	
                SECTION 10.04. Notation on Securities

              	
                53

              
	 	 	 
	
                ARTICLE 11 CONSOLIDATION, MERGER, SALE OR CONVEYANCE

              	
                53

              
	 	 	 
	 	
                SECTION 11.01. Company May Consolidate, etc., on Certain Terms

              	
                53

              
	 	 	 
	 	
                SECTION 11.02. Successor Corporation Substituted

              	
                54

              
	 	 	 
	 	
                SECTION 11.03. Opinion of Counsel and Officers' Certificate to be Given Trustee

              	
                54

              
	 	 	 
	
                ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

              	
                54

              
	 	 	 
	 	
                SECTION 12.01. Discharge of Indenture

              	
                54

              
	 	 	 
	 	
                SECTION 12.02. Deposited Moneys to be Held in Trust by Trustee

              	
                55

              
	 	 	 
	 	
                SECTION 12.03. Paying Agent to Repay Moneys Held

              	
                55

              
	 	 	 
	 	
                SECTION 12.04. Return of Unclaimed Moneys

              	
                56

              
	 	 	 
	
                ARTICLE 13 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

              	
                56

              
	 	 	 
	 	
                SECTION 13.01. Indenture and Securities Solely Corporate Obligations

              	
                56

              


      

      

      

      
        
          


      

      	
              ARTICLE 14 DEFEASANCE AND COVENANT DEFEASANCE

            	
              56

            
	 	 	 
	 	
              SECTION 14.01. Applicability of Article

            	
              56

            
	 	 	 
	 	
              SECTION 14.02. Defeasance and Discharge

            	
              56

            
	 	 	 
	 	
              SECTION 14.03. Covenant Defeasance

            	
              57

            
	 	 	 
	 	
              SECTION 14.04. Conditions to Defeasance or Covenant Defeasance

            	
              57

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

            	
              59

            
	 	 	 
	
              ARTICLE 15 MISCELLANEOUS PROVISIONS

            	
              60

            
	 	 	 
	 	
              SECTION 15.01. Benefits of Indenture Restricted to Parties and Securityholders

            	
              60

            
	 	 	 
	 	
              SECTION 15.02. Provisions Binding on Company's Successors

            	
              60

            
	 	 	 
	 	
              SECTION 15.03. Addresses for Notices, etc., to Company and Trustee

            	
              60

            
	 	 	 
	 	
              SECTION 15.04. Notice to Holders of Securities; Waiver

            	
              60

            
	 	 	 
	 	
              SECTION 15.05. Evidence of Compliance with Conditions Precedent

            	
              61

            
	 	 	 
	 	
              SECTION 15.06. Legal Holidays

            	
              62

            
	 	 	 
	 	
              SECTION 15.07. Trust Indenture Act to Control

            	
              62

            
	 	 	 
	 	
              SECTION 15.08. Execution in Counterparts

            	
              62

            
	 	 	 
	 	
              SECTION 15.09. Governing Law; Waiver of Jury Trial

            	
              62

            
	 	 	 
	 	
              SECTION 15.10. Severability

            	
              62

            
	 	 	 
	 	
              SECTION 15.11. Interpretations

            	
              63

            
	 	 	 
	 	
              SECTION 15.12. U.S.A. Patriot Act

            	
              63

            
	 	 	 
	
              ARTICLE 16 RANKING OF SECURITIES

            	
              63

            
	 	 	 
	 	
              SECTION 16.01. Ranking

            	
              63

            


       

        

      

      
        
          


      

      

     

      

    
      THIS INDENTURE, dated as of [ __________________   ,______] between Howard Bancorp, Inc., a corporation duly organized and existing under the laws of the State of Maryland (the "Company"), and [_____________
          ] (the "Trustee," which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).

       

      WHEREAS, the Company deems it necessary to issue from time to time for its lawful purposes securities (the "Securities") evidencing
        its indebtedness and has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Securities in one or more series, unlimited as to principal amount, to bear such rates of interest, to mature at such time or
        times, and to have such other provisions as shall be fixed as hereinafter provided; and

       

      WHEREAS, the Company represents that all acts and things necessary to constitute these presents a valid indenture and agreement
        according to its terms have been done and performed, and the execution of this Indenture has in all respects been duly authorized, and the Company, in the exercise of legal right and power in it vested, is executing this Indenture;

       

      NOW, THEREFORE:

       

      In order to declare the terms and conditions upon which the Securities are authenticated, issued and received, and in
        consideration of the premises, of the purchase and acceptance of the Securities by the holders thereof and of the sum of One Dollar to it duly paid by the Trustee at the execution of these presents, the receipt whereof is hereby acknowledged, the
        Company covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective holders from time to time of the Securities, as follows:

       

      ARTICLE 1

        DEFINITIONS

       

      SECTION 1.01. Definitions.

       

      The terms defined in this Section (except as herein otherwise expressly provided or unless the context otherwise requires) for all
        purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or that are by reference
        therein defined in the Securities Act of 1933 shall have the meanings (except as herein otherwise expressly provided or unless the context otherwise requires) assigned to such terms in the Trust Indenture Act of 1939 and in the Securities Act of
        1933 as in force at the date of this Indenture as originally executed. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with United States generally accepted accounting
        principles, and the term "generally accepted accounting principles" means such accounting principles as are generally accepted at the time of any computation. The words "herein," "hereof" and "hereunder" and other words of similar import refer to
        this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

       

      1

      
        
          


      

       

      "Additional Amounts" shall mean any additional amounts to be paid by the Company in respect of Securities of a series, as may be
        specified pursuant to Section 2.03(b) hereof and in such Security and under the circumstances specified therein, in respect of specified taxes, assessments or other governmental charges imposed on certain holders who are United States Aliens.

       

      "Authorized Newspaper" shall mean a newspaper (which, in the case of the United Kingdom, will, if practicable, be the Financial
        Times (London Edition) and, in the case of Luxembourg, will, if practicable, be the Luxemburger Wort) of general circulation in the place of publication, published in an official language of the country of publication and customarily published at
        least once a day for at least five days in each calendar week. Whenever successive weekly publications in an Authorized Newspaper are authorized or required hereunder, they may be made (unless otherwise provided herein) on the same or different
        days of the week and in the same or different Authorized Newspapers. 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 which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

       

      "Authorized Officer" shall have the meaning set forth in Section 3.02 hereof.

       

      "Bearer Security" shall mean any Security established pursuant to Section 2.01 and Section 2.03(b) hereof which is payable to
        bearer (including without limitation any Security in temporary or permanent global bearer form) and title to which passes by delivery only, but does not include any coupons.

       

      "Board of Directors" or "Board" shall mean the Board of Directors of the Company or any duly authorized committee of such Board.

       

      "Board Resolution" shall mean a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly
        adopted by the Board of Directors or by a committee acting under authority of or appointment by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

       

      "Business Day" shall mean, unless otherwise specified pursuant to Section 2.03(b), with respect to any Place of Payment or any
        other particular location referred to in this Indenture or in the Securities, a day that in the city (or in any one of the cities, if more than one) in which amounts are payable, as specified in the form of such Security, is not a day on which
        banking institutions are authorized or required by law or regulation to be closed.

       

      "Capital Stock" shall mean, as to shares of a particular corporation, outstanding shares of stock of any class, whether now or
        hereafter authorized, irrespective of whether such class shall be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation,
        dissolution or winding up of such corporation.

       

      "Common Depositary" shall have the meaning set forth in Section 2.08 hereof.

       

      "Commission" shall mean the Securities and Exchange Commission or any successor agency.

       

      2

      
        
          


      

       

      "Company" shall mean the person named as the "Company" in the first paragraph of this instrument until a successor corporation shall
        have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor corporation.

       

      "Company Request," "Company Order" and "Company Consent" mean, respectively, a written request, order or consent signed in the name
        of the Company by its Chief Executive Officer, President, Chief Financial Officer, Vice President, General Counsel, Secretary or Assistant Secretary or Treasurer or Assistant Treasurer and delivered to the Trustee.

       

      "coupon" shall mean any interest coupon appertaining to a Bearer Security.

        "Default" or "default" shall have the meaning specified in Article 6.

       

      "Dollar" or "$" shall mean a dollar or other equivalent unit in such coin or currency of the United States of America as at the
        time shall be legal tender for the payment of public and private debts.

       

      "Event of Default" shall have the meaning specified in Article 6.

       

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

       

      "Exchange Date" shall have the meaning set forth in Section 2.08.

       

      "holder," "holder of Securities," "securityholder" or other similar term shall mean (a) in the case of any Registered Security,
        the person in whose name such Security is registered in the Security Register kept by the Company for that purpose, in accordance with the terms hereof, and (b) in the case of any Bearer Security, the bearer thereof, and as used with respect to any
        coupon appertaining to any Bearer Security, the term "holder" shall mean the bearer thereof.

       

      "Indebtedness" means, without duplication, the principal, premium, if any, unpaid interest (including interest accruing on or after
        the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges, expenses, reimbursement and indemnification obligations, and all
        other amounts payable under or in respect of the following indebtedness of the Company, whether any such indebtedness exists as of the date of the Indenture or is created, incurred or assumed after such date: (i) all obligations for borrowed money,
        (ii) all obligations evidenced by debentures, Securities or other similar instruments, (iii) all obligations in respect of letters of credit or bankers acceptances or similar instruments (or reimbursement obligations with respect thereto), (iv) all
        obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (v) all Indebtedness of others guaranteed by the Company or any of its Subsidiaries or for which the
        Company or any of its Subsidiaries is legally responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds or to invest in, others) and (vi) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or
        any security interest existing on property owned by the Company but excluding any obligations of the Company which are required (as opposed to elected to be treated) as capitalized leases under GAAP.

       

      3

      
        
          


      

      

      

      "Indenture" shall mean this instrument as originally executed and delivered or as it may from time to time be supplemented or
        amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including without limitation, the forms and terms of particular series of Securities established as contemplated by Article 2.

       

      “Material Subsidiary” means Howard Bank, or any successor thereof or any Subsidiary of the Company that is a depository
        institution and that has consolidated assets equal to 80% or more of the Company’s consolidated assets.

       

      "Officers' Certificate" shall mean a certificate signed by the Chief Executive Officer, Chief Financial Officer, Assistant
        Secretary, Treasurer or Controller of the Company and delivered to the Trustee.

       

      "Opinion of Counsel" shall mean an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company
        and who shall be reasonably satisfactory to the Trustee, or who may be other counsel reasonably satisfactory to the Trustee.

       

      "Original Issue Discount Securities" shall mean any Securities that are initially sold at a discount from the principal amount
        thereof and that provide upon an Event of Default for declaration of an amount less than the principal amount thereof to be due and payable upon acceleration thereof.

       

      "Outstanding" or "outstanding," when used with reference to Securities, shall, subject to the provisions of Section 7.08, Section
        8.01 and Section 8.04, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except:

       

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

       

      (b)              Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than
          the Company) or shall have been set aside and segregated and held in trust by the Company (if the Company shall act as its own paying agent) for the holders of such Securities and any coupons appertaining thereto; provided, that if such
          Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article 3, or provision satisfactory to the Trustee shall have been made for giving such notice;

       

      (c)              Securities that have been defeased pursuant to Section 14.02 hereof; and

       

      (d)              Securities that have been paid pursuant to Section 2.09, or Securities in exchange for, in lieu of and in substitution for which other Securities shall have been authenticated and delivered
          pursuant to the terms of Section 2.07, unless proof satisfactory to the Trustee is presented that any such Securities are held by bona fide holders in due course.

       

      4

      
        
          


      

       

      "Periodic Offering" shall mean an offering of Securities of a series, from time to time, the specific terms of which (including,
        without limitation, the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the maturity date or dates thereof and the redemption provisions, if any, with respect thereto) are to be determined by the
        Company upon the issuance of such Securities.

       

      "Person" or "person" shall mean any individual, corporation, limited liability company, partnership, joint venture, association,
        joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

       

      "Place of Payment," when used with respect to the Securities of any series, means the place or places where, subject to the
        provisions of Section 4.02, the principal of (and premium, if any, on) and any interest on the Securities of that series are payable as specified as contemplated by Section 2.03(b).

       

      "Possessions," when used with respect to the United States, shall include Puerto Rico, the U.S. Virgin Islands, Guam, American
        Samoa, Wake Island and Northern Mariana Islands.

       

      "record date" as used with respect to any interest payment date shall have the meaning specified in Section 2.05.

       

      "Registered Security" shall mean any Security established pursuant to Section 2.01 and Section 2.03(b) that is registered on the
        Security Register of the Company.

       

      "Responsible Officer," when used with respect to the Trustee, shall mean any officer within the Corporate Trust Office of the
        Trustee (or any successor group of the Trustee), including any Vice President, Assistant Vice President, Assistant Secretary or any other officer of the Trustee customarily performing functions similar to those performed by any of the above
        designated officers and also shall mean, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject.

       

      "Securities" shall have the meaning set forth in the preamble of this Indenture.

       

      "Securities Act" shall mean the Securities Act of 1933, as amended.

       

      "Security Register" and "Security Registrar" shall have the respective meanings set forth in Section 2.07(a) hereof.

       

      "Subsidiary" shall mean, in respect of any Person, any corporation, association, partnership, limited liability company or other
        business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) 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 (a) such Person, (b) such Person and one or more Subsidiaries of such Person or (c) one or more Subsidiaries of such Person.

       

      5

      
        
          


      

       

      "Trust Indenture Act," except as otherwise provided in this Indenture, shall mean the Trust Indenture Act of 1939, as amended, as
        in force at the date of this Indenture as originally executed.

       

      "Trustee" shall mean the person identified as "Trustee" in the first paragraph hereof until the acceptance of appointment of a
        successor trustee pursuant to the provisions of Article 7, and thereafter shall mean such successor trustee.

       

      "United States Alien" shall mean any person who, for United States federal income tax purposes, is a foreign corporation, a
        non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership to the extent that one or more of its members is, for United States federal income tax purposes, a foreign corporation, a
        non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust

       

      "U.S. Depositary" shall mean, with respect to the Securities of any series issuable or issued in whole or in part in the form of
        one or more permanent global Securities, the person designated as U.S. Depositary by the Company pursuant to Section 2.03(b), which must be a clearing agency registered under the Exchange Act, until a successor U.S. Depositary shall have become
        such pursuant to the applicable provisions of this Indenture, and thereafter "U.S. Depositary" shall mean or include each person who is then a U.S. Depositary hereunder, and if at any time there is more than one such person, "U.S. Depositary" as
        used with respect to the Securities of any series shall mean the U.S. Depositary with respect to the Securities of such series.

       

      "Vice President" when used with respect to the Company or the Trustee shall mean any vice president, whether or not designated by a
        number or word or words added before or after the title "vice president," including any Executive or Senior Vice President.

       

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

       

      ARTICLE 2

      ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

       

      SECTION 2.01. Amount Unlimited; Issuable in Series.

       

      Upon the execution of this Indenture, or from time to time thereafter, Securities up to the aggregate principal amount and
        containing terms and conditions from time to time authorized by or pursuant to a Board Resolution, or in an indenture supplemental hereto, as set forth in Section 2.03, may be executed by the Company and delivered to the Trustee for authentication,
        and the Trustee shall thereupon authenticate and make available for delivery the Securities to or upon Company Order, without any further action by the Company but subject to the provisions of Section 2.03, or in an indenture supplemental hereto,
        as set forth in Section 2.03.

       

      6

      
        
          


      

       

      The Securities may be issued in one or more series. The aggregate principal amount of Securities of all series that may be
        authenticated and delivered and outstanding under this Indenture is not limited hereunder. The Securities of a particular series may be issued up to the aggregate principal amount of Securities for such series from time to time authorized by or
        pursuant to a Board Resolution.

       

      SECTION 2.02. Form of Trustee's Certificate of Authentication.

       

      The Trustee's certificate of authentication shall be in substantially the following form:

       

      [Form of Trustee's Certificate of Authentication]

       

      

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

       

      Dated:                                                                       [               
            ]

      as Trustee

       

      

       By: __________________________________

      

       Authorized Signatory

       

      SECTION 2.03. Form of Securities Generally; Establishment of Terms of Series.

       

      (a)              The Registered Securities, if any, of each series, the Bearer Securities, if any, of each series and related coupons, if any, the temporary global Securities of each series, if any, and the
          permanent global Securities of each series, if any, shall be in the forms established from time to time in or pursuant to one or more Board Resolutions (and, to the extent established pursuant to rather than set forth in one or more Board
          Resolutions, in an Officers' Certificate (to which shall be attached true and correct copies of the relevant Board Resolution(s)) detailing such establishment) or established in an indenture supplemental hereto.

       

      The Securities may be issued in typewritten, printed or engraved form with such letters, numbers or other
        marks of identification or designation (including "CUSIP" numbers, if then generally in use) and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the
        provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage.
        Unless otherwise specified as contemplated hereinafter, Securities in bearer form shall have interest coupons attached.

       

      (b)              At or prior to the initial issuance of Securities of any series, the particular terms of Securities of such series shall be established in or pursuant to one or more Board Resolutions (and to
          the extent established pursuant to rather than set forth in one or more Board Resolutions, in an Officers' Certificate (to which shall be attached true and correct copies of the relevant Board Resolutions(s)) detailing such establishment) or
          established in an indenture supplemental hereto, including the following:

       

      (1)  the designation of the particular series (which shall distinguish such
        series from all other series);

       

      7

      
        
          


      

       

      (2)              the aggregate principal amount of such 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 this Indenture and except for any Securities which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder);

       

      (3)              whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, whether any Securities of the series are to be issuable
          initially in temporary global form with or without coupons and, if so, the name of the Common Depositary with respect to any such temporary global Security, and whether any Securities of the series are to be issuable in permanent global form with
          or without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances
          under which any such exchanges may occur, if other than in the manner provided in Section 2.06 and the name of the Common Depositary or the U.S. Depositary with respect to any such permanent global Security;

       

      (4)              the date as of which any Bearer Securities of such series and any temporary Security in global form representing Outstanding Securities of such series shall be dated, if other than the date of
          original issuance of the first Securities of the series to be issued;

       

      (5)              the person to whom any interest on any Registered Security of the series shall be payable, if other than the person in whose name that Security (or one or more predecessor Securities) is
          registered at the close of business on the regular record date for such interest, the manner in which, or the person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of
          the coupons appertaining thereto as they severally mature, the extent to which, or the manner in which, any interest payable on a temporary global Security on an interest payment date will be paid if other than in the manner provided in Section
          2.08 and the extent to which, or the manner in which, any interest payable on a permanent global Security on an interest payment date will be paid;

       

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

       

      (7)              the rate or rates, and if applicable the method used to determine the rate, at which the Securities of such series shall bear interest, if any, the date or dates from which such interest shall
          accrue, the date or dates on which such interest shall be payable and the record date or dates for the interest payable on any Registered Securities on any interest payment date;

       

      (8)              the place or places at which, subject to the provisions of Section 4.02, the principal of (and premium, if any, on) and any interest on Securities of such series shall be payable, any Registered
          Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be
          served;

       

      8

      
        
          


      

       

      (9)              the obligation, if any, of the Company to redeem or purchase Securities of such series, at the option of the Company or at the option of a holder thereof, pursuant to any sinking fund or other
          redemption provisions and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be so redeemed or purchased, in whole or in part;

       

      (10)              if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Registered Securities of such series shall be issuable, and the denomination or
          denominations in which any Bearer Securities of the series shall be issuable, if other than the denomination of $5,000;

       

      (11)              if other than the principal amount thereof, the portion of the principal amount of Securities of such series which shall be payable upon declaration of acceleration of the maturity thereof;

       

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

       

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

       

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

       

      (15)              whether the Securities will be issued in book-entry only form;

       

      (16)              any interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such

      series;

       

       

      (17)              if either or both of Section 14.02 and Section 14.03 do not apply to the Securities of the series;

       

      (18)              whether and under what circumstances the Company will pay Additional Amounts in respect of any series of Securities and whether the Company has the option to redeem such Securities rather than
          pay such Additional Amounts;

       

      (19)              any provisions relating to the extension of maturity of, or the renewal of, Securities of such series, or the conversion of Securities of such series into other securities of the Company;

       

      9

      
        
          


      

       

      (20)              any provisions relating to the purchase or redemption of all or any portion of a tranche or series of Securities, including the period of notice required to redeem those Securities;

       

      (21)              the terms and conditions, if any, pursuant to which the Securities of the series are secured;

       

      (22)              the subordination terms of the Securities of the series; and

       

      (23)              any other terms of the Securities or provisions relating to the payment of principal of, premium (if any), or interest thereon, including, but not limited to, whether such Securities are
          issuable at a discount or premium, as amortizable Securities, and if payable in, convertible or exchangeable for commodities or for the securities of the Company or any third party.

       

      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 or Officers' Certificate referred to above or as set forth in an indenture supplemental hereto, and, unless otherwise provided, the authorized principal amount of any series
        may be increased to provide for issuances of additional Securities of such series. If so provided by or pursuant to the Board Resolution or Officers' Certificate or supplemental indenture referred to above, the terms of such Securities to be issued
        from time to time may be determined as set forth in such Board Resolution, Officers' Certificate or supplemental indenture, as the case may be. All Securities of any one series shall be substantially identical except as to denomination, interest
        rate, maturity and other similar terms and except as may be provided otherwise by or pursuant to such Board Resolution, Officers' Certificate or supplemental indenture.

       

      SECTION 2.04. Securities in Global Form.

       

      If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding
        clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide
        that it shall represent the aggregate amount of Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of
        beneficial interests in such Security in global form for Securities of such series as contemplated herein. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of Securities Outstanding represented
        thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee
        pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon
        instructions given by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by the
        Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel.

       

      10

      
        
          


      

       

      The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such
        Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be
        accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06.

       

      Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of
        principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.

       

      SECTION 2.05. Denominations; Record Date; Payment of Interest.

       

      (a)              Unless otherwise provided as contemplated by Section 2.03(b) with respect to any series of Securities, any Registered Securities of a series shall be issuable without coupons in denominations of
          $1,000 and any Bearer Securities of a series shall be issuable, with interest coupons attached, in the denomination of $5,000.

       

      (b)              The term "record date" as used with respect to an interest payment date for any series of a Registered Security shall mean such day or days as shall be specified as contemplated by Section
          2.03(b); provided, that in the absence of any such provisions with respect to any series, such term shall mean (1) the last day of the calendar month next preceding such interest payment date if such interest payment date is the 15th day of a
          calendar month; or (2) the 15th day of a calendar month next preceding such interest payment date if such interest payment date is the first day of the calendar month.

       

      Unless otherwise provided as contemplated by Section 2.03 with respect to any series of Securities, the person in whose name any
        Registered Security is registered at the close of business on the record date with respect to an interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Security
        upon any registration of transfer or exchange thereof subsequent to such record date prior to such interest payment date; provided, that if and to the extent the Company shall default in the payment of the interest due on such interest payment
        date, such defaulted interest shall be paid to the persons in whose names the Securities are registered on a subsequent record date established by notice given to the extent and in the manner set forth in Section 15.04 by or on behalf of the
        Company to the holders of Securities of the series in default not less than 15 days preceding such subsequent record date, such record date to be not less than five days preceding the date of payment of such defaulted interest, or in any other
        lawful manner acceptable to the Trustee.

       

      11

      
        
          


      

       

      (c)  Unless otherwise specified by
        Board Resolution or Company Order for a particular series of Securities, the principal of, redemption premium, if any, on and interest, if any, on the Securities of any series shall be payable at the office or agency of the Company maintained
        pursuant to Section 4.02 in a Place of Payment for such series, in the coin or currency of the United States of America that at the time is legal tender for public and private debt; provided, that, at the option of the Company, payment of interest
        with respect to a Registered Security may be paid by check mailed to the holders of the Registered Securities entitled thereto at their last addresses as they appear on the Security Register or wired if held in book-entry form at the U.S.
        Depositary.

       

      SECTION 2.06. Execution, Authentication, Delivery and Dating of Securities

       

      The Securities shall be signed on behalf of the Company by its Chief Executive Officer, its President or one of its Vice Presidents
        under its corporate seal and attested by its Secretary or one of its Assistant Secretaries. Such signatures may be the manual or facsimile signatures of such then current officers.

       

      The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced
        on the Securities. Coupons shall bear the facsimile signature of the Secretary or one of the Assistant Secretaries of the Company or such other officer of the Company as may be specified pursuant to Section 2.03(b). Any Security or coupon may be
        signed on behalf of the Company by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such officer.
        Securities and coupons bearing the manual or facsimile signatures of individuals who were, at the actual date of the execution of such Security or coupon, the proper officers of the Company shall bind the Company, notwithstanding that such
        individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities, or the delivery of such coupons, as the case may be, or did not hold such offices at the date of such Securities.

       

      Upon the execution and delivery of this Indenture, the Company shall deliver to the Trustee an Officers' Certificate as to the
        incumbency and specimen signatures of officers authorized to execute and deliver the Securities and coupons and give instructions under this Section and, as long as Securities are Outstanding under this Indenture, shall deliver a similar Officers'
        Certificate each year on the anniversary of the date of the first such Officers' Certificate. The Trustee may conclusively rely on the documents delivered pursuant to this Section (unless revoked by superseding comparable documents) and Section
        2.03 hereof as to the authorization of the Board of Directors of any Securities delivered hereunder, and the form and terms thereof, and as to the authority of the instructing officers referred to in this Section so to act.

       

      12

      
        
          


      

       

      The Trustee shall at any time, and from time to time, authenticate Securities for original issue in an unlimited aggregate
        principal amount upon receipt by the Trustee of a Company Order; provided, that with respect to Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered to the Trustee prior to the delivery to the Trustee of
        such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount, if any,
        established for such series, pursuant to a Company Order or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Company Order, (c) the maturity date or dates, original issue date or dates, interest rate
        or rates and any other terms of Securities of such series shall be determined by Company Order or pursuant to such procedures, and (d) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral
        or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Except as permitted by Section 2.09, the Trustee shall not authenticate and deliver any Bearer
        Security unless all appurtenant coupons for interest then matured have been detached and cancelled.

       

      Prior to the issuance of a Security of any new series and any related coupons, and the authentication thereof by the Trustee, the
        Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on:

       

      (a)              The Board Resolution or Officers' Certificate or indenture supplemental hereto establishing the terms and the form of the Securities of that series pursuant to Section 2.01 and Section 2.03;

       

      (b)              An Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such form have been complied with;

       

      (c)              An Opinion of Counsel stating that the form and terms of such Securities and coupons, if any, have been established in conformity with the provisions of this Indenture; provided, that with
          respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities of such series.

       

      With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company
        of any of such Securities, the form and terms thereof and of any coupons and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and other documents delivered pursuant to this Section in connection with
        the first authentication of Securities of such series unless and until such Opinion of Counsel or other documents have been superseded or revoked. In connection with the authentication and delivery of Securities of a series subject to a Periodic
        Offering, the Trustee shall be entitled to assume that the Company's instructions to authenticate and deliver such Securities do not violate any rules, regulations or orders of any governmental agency or commission having jurisdiction over the
        Company.

       

      Each Registered Security shall be dated the date of its authentication except as otherwise provided by Board Resolution or
        Officers' Certificate or indenture supplemental hereto; and each Bearer Security shall be dated as of the date of original issuance of the first Security of such series to be issued unless otherwise specified pursuant to Section 2.03 hereof.

       

      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 or pursuant to the Board Resolution or Officers' Certificate or indenture supplemental hereto delivered pursuant to Section 2.03, except as provided in Section 2.08.

       

      13

      
        
          


      

      

      

      No Security or coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
        appears on such Security, or the Security to which such coupon appertains, a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be
        conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by
        the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.09 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of
        this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

       

      SECTION 2.07. Exchange and Registration of Transfer of Securities.

       

      (a)              The Company shall keep, at an office or agency to be designated and maintained by the Company in accordance with Section 4.02 (as such, a "Security Registrar"), registry books (the "Security
          Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall register Registered Securities and shall register the transfer of Registered Securities of each such series as provided in this Article 2. Such
          Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times such Security Register shall be open for inspection by the Trustee. Upon due
          presentment for registration of transfer of any Registered Security of a particular series at such office or agency maintained pursuant to Section 4.02 for such purpose in a Place of Payment, the Company shall execute and register and the Trustee
          shall authenticate and make available for delivery in the name of the transferee or transferees a new Registered Security or Registered Securities of such series of any authorized denominations and for an equal aggregate principal amount and
          tenor.

       

      (b)              At the option of the holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denominations and of an equal aggregate
          principal amount and tenor. Registered Securities to be exchanged shall be surrendered at any such office or agency maintained pursuant to Section 4.02 for such purpose in a Place of Payment, and the Company shall execute and register and the
          Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities that the securityholder making the exchange shall be entitled to receive. Registered Securities, including Registered Securities received
          in exchange for Bearer Securities, may not be exchanged for Bearer Securities, unless the Company otherwise expressly provides for the issuance, upon such terms and conditions as may be provided with respect to such series, by the Company of
          Registered Securities of a series that may be exchanged, at the option of the securityholder upon such conditions and limitations as may be specified by the Company, for Bearer Securities of such series.

       

      14

      
        
          


      

       

      At the option of the holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any
        authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons (except as provided below) and with all matured coupons in
        default appertaining thereto. If the holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in
        funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or
        indemnity as they may require to save each of them and any paying agent harmless. If thereafter the holder of such Securities shall surrender to any paying agent any such missing coupon in respect of which such a payment shall have been made, such
        holder shall be entitled to receive the amount of such payment; provided, that, except as otherwise provided in Section 4.02, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or
        agency located outside the United States and its possessions. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor
        after the close of business at such office or agency on (i) any record date and before the opening of business at such office or agency on the relevant interest payment date, or (ii) any special record date and before the opening of business at
        such office or agency on the related proposed date for payment of defaulted interest as set forth in Section 2.05, such Bearer Security shall be surrendered without the coupon relating to such interest payment date or proposed date for payment, as
        the case may be, and interest or defaulted interest, as the case may be, will not be payable on such interest payment date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer
        Security, but will be payable only to the holder of such coupon when due in accordance with the provisions of this Indenture.

       

      Whenever any Securities are so surrendered for exchange, the Company shall execute and register, and the Trustee shall authenticate
        and make available for delivery, the Securities which the holder making the exchange is entitled to receive.

       

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

       

      All Registered Securities presented for registration of transfer or for exchange, redemption or payment, as the case may be, shall
        (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Security Registrar duly executed by, the holder
        thereof or his attorney duly authorized in writing.

       

      No service charge shall be made for any exchange or registration of transfer of Securities, but the Company may require payment of
        a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith, other than exchanges pursuant to the terms of this Indenture not involving any transfer.

       

      15

      
        
          


      

       

      The Company shall not be required (1) to exchange or register the transfer of Securities of any series to be redeemed for a period
        of 15 days next preceding any selection of such Securities to be redeemed, or (2) to exchange or register the transfer of any Registered Security so selected, called or being called for redemption, except in the case of any such series to be
        redeemed in part the portion thereof not to be so redeemed, or (3) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and of like tenor, provided
        that such Registered Security shall be simultaneously surrendered for redemption.

       

      (d)  Notwithstanding the foregoing,
        except as otherwise specified as contemplated by Section 2.03(b), any permanent global Security shall be exchangeable pursuant to this Section only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security
        are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 2.03(b), then without unnecessary delay but in any
        event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee or the Security Registrar definitive Securities of that series in aggregate principal amount equal to the principal amount
        of such permanent global Security executed by the Company. On or after the earliest date on which such interests may be so exchanged, in accordance with instructions given by the Company to the Trustee or the Security Registrar and the Common
        Depositary or the U.S. Depositary, as the case may be (which instructions shall be in writing), such permanent global Security shall be surrendered from time to time by the Common Depositary or the U.S. Depositary, as the case may be, or such other
        depositary or Common Depositary or U.S. Depositary, as the case may be, as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, or to the Security Registrar, to be exchanged, in whole
        or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and make available for delivery in accordance with such instructions, in exchange for each portion of such permanent global Security, a like
        aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which (unless the Securities of the series are not issuable both
        as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the permanent global Security shall be issuable only in the form in which the Securities are issuable, as specified as contemplated by Section
        2.03(b)), shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, that no such exchanges may occur for a period of 15 days next preceding any
        selection of Securities of that series and of like tenor for redemption; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global security shall be mailed or otherwise delivered to any location in the
        United States or its possessions. Promptly following any such exchange in part, such permanent global Security should be returned by the Trustee or the Security Registrar to the Common Depositary or the U.S. Depositary, as the case may be, or such
        other depositary or Common Depositary or U.S. Depositary referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a permanent global Security after the
        close of business at the office or agency where such exchange occurs on (i) any record date and before the opening of business at such office or agency on the relevant interest payment date, or (ii) any special record date and before the opening of
        business at such office or agency on the related proposed date for payment of defaulted interest as provided in Section 2.05, interest or defaulted interest, as the case may be, will not be payable on such interest payment date or proposed date for
        payment, as the case may be, in respect of such Registered Security, but will be payable on such interest payment date or proposed date for payment, as the case may be, only to the person to whom interest in respect of such portion of such
        permanent global Security is payable in accordance with the provisions of this Indenture.

       

      16

      
        
          


      

       

      SECTION 2.08. Temporary Securities.

       

      Pending the preparation of definitive Securities of any series, the Company may execute and the Trustee shall, upon Company Order,
        authenticate and make available for delivery, temporary Securities of such series (typewritten, printed, lithographed or otherwise produced). Such temporary Securities, in any authorized denominations, shall be substantially in the form of the
        definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more or without coupons, in the form approved from time to time by or pursuant to a Board Resolution but with such omissions,
        insertions, substitutions and other variations as may be appropriate for temporary Securities, all as may be determined by the Company, but not inconsistent with the terms of this Indenture or any provision of applicable law. In the case of any
        series issuable as Bearer Securities, such temporary Securities shall be delivered only in compliance with the conditions set forth in Section 2.06 and may be in global form.

       

      Except in the case of temporary Securities in global form (which shall be exchanged as hereinafter provided), if temporary
        Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall
        be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 4.02 in a Place of Payment for such series for the purpose of
        exchanges of Securities of such series, without charge to the holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and
        the Trustee shall authenticate and make available for delivery in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor of authorized denominations; provided, that, except as otherwise
        expressly provided by the Company as contemplated in Section 2.07(b), no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further, however, that a definitive Bearer Security shall be
        delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 2.06.

       

      Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such
        temporary global Security of a series (the "Exchange Date"), the Company shall deliver to the Trustee definitive Securities of that series, in aggregate principal amount equal to the principal amount of such temporary global Security, executed by
        the Company. On or after the Exchange Date such temporary global Security shall be presented and surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, or to the Security Registrar, to be exchanged, in whole
        or from time to time in part, for definitive Securities of such series without charge, and the Trustee shall authenticate and make available for delivery, in exchange for each portion of such temporary global Security, a like aggregate principal
        amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged.

       

      17

      
        
          


      

       

      Every temporary Security shall be executed by the Company and be authenticated by the Trustee upon the same
        conditions and in substantially the same manner, and with like effect, as the definitive Securities.

       

      SECTION 2.09. Mutilated, Destroyed, Lost or Stolen Securities and Coupons

       

      If any mutilated Security or a Security with a mutilated coupon appertaining thereto is surrendered to the
        Trustee, the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange

       

      therefor a new Security of the same series and of like tenor and principal amount and bearing a number not
        contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security.

       

      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 or coupon 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 or coupon has been
        acquired by a bona fide purchaser, the Company shall, subject to the following paragraph, execute and the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security or in exchange for the
        Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
        outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.

       

      In case any such mutilated, destroyed, lost or stolen Security or coupon 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 or coupon; provided, however, that principal of (and premium, if any, on) and any interest on Bearer Securities shall, except as otherwise provided
        in Section 4.02, be payable only at an office or agency located outside the United States and its possessions.

       

      Upon the issuance of any new Security under this Section, the Company may require 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, with any coupons appertaining thereto, issued pursuant to this Section in lieu of any destroyed,
        lost or stolen Security or in exchange for a Security to which a destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security and
        any coupons appertaining thereto, or the destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and any such new Security and coupons, if any, shall be entitled to all the benefits of this Indenture equally and proportionately
        with any and all other Securities of that series and their coupons, if any, duly issued hereunder.

       

      18

      
        
          


      

       

      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 or coupons.

       

      SECTION 2.10. Cancellation.

       

      All Securities surrendered for payment, redemption, exchange or registration of transfer or for credit against any sinking fund
        payment, as the case may be, and any coupons surrendered for payment, shall, if surrendered to the Company or any agent of the Company or of the Trustee, be delivered to the Trustee. All Registered Securities and matured coupons so delivered shall
        be promptly cancelled by the Trustee. All Bearer Securities and unmatured coupons so delivered shall be held by the Trustee, and upon instruction by a Company Order, shall be cancelled or held for reissuance. All Bearer Securities and unmatured
        coupons held by the Trustee pending such cancellation or reissuance shall be deemed to be delivered for cancellation for all purposes of this Indenture and the Securities. The Company may deliver to the Trustee for cancellation any Securities
        previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other person for delivery to the Trustee) for cancellation any Securities previously
        authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided
        in this Section except as expressly provided by this Indenture. Any cancelled Securities and coupons held by the Trustee shall be delivered to the Company or disposed of as directed by the Company; provided, that the Trustee may, but shall not be
        required to, destroy such Securities.

       

      SECTION 2.11. Book Entry Only System.

       

      If specified by the Company pursuant to Section 2.03(b) with respect to Securities represented by a Security in global form, a
        series of Securities may be issued initially in book-entry only form and, if issued in such form, shall be represented by one or more Securities in global form registered in the name of the U.S. or Common Depositary or other depositary designated
        with respect thereto. So long as such system of registration is in effect, (a) Securities of such series so issued in book-entry only form will not be issuable in the form of or exchangeable for Securities in certificated or definitive registered
        form, (b) the records of the U.S. or Common Depositary or such other depositary will be determinative for all purposes and (c) neither the Company, the Trustee nor any paying agent, Security Registrar or transfer agent for such Securities will have
        any responsibility or liability for (i) any aspect of the records relating to or payments made on account of owners of beneficial interests in the Securities of such series, (ii) maintaining, supervising or reviewing any records relating to such
        beneficial interests, (iii) receipt of notices, voting and requesting or directing the Trustee to take, or not to take, or consenting to, certain actions hereunder, or (iv) the records and procedures of the U.S. or Common Depositary, or such other
        depositary, as the case may be.

       

      19

      
        
          


      

       

      ARTICLE 3

      REDEMPTION OF SECURITIES

       

      SECTION 3.01. Redemption of Securities, Applicability of Section.

       

      Redemption of Securities of any series as permitted or required by the terms thereof shall be made in accordance with the terms of
        such Securities as specified pursuant to Section 2.03 hereof and this Article; provided, however, that if any provision of any series of Securities shall conflict with any provision of this Section, the provision of such series of Securities shall
        govern.

       

      SECTION 3.02. Notice of Redemption, Selection of Securities.

       

      In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of a series of Securities
        pursuant to Section 3.01, it shall fix a date for redemption. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company, or, at the Company's request, by the Trustee in the name and at the
        expense of the Company. The Company or the Trustee, as the case may be, shall give notice of such redemption, in the manner and to the extent set forth in Section 15.04, on that date prior to the date fixed for a redemption to the holders of such
        Securities so to be redeemed, as a whole or in part, (a) as set forth in Board Resolutions, as described in Section 2.03, or (b) as determined by the Chief Executive Officer, the Chief Financial Officer, the Treasurer or the Controller of the
        Company (each, an "Authorized Officer") and evidenced by the preparation of an offering document or an Officer's Certificate specifying the period of notice of such redemption. If the Board Resolutions or an Authorized Officer do not specify a
        period of notice of such redemption, the Company or the Trustee, as the case may be, shall give notice of such redemption, in the manner and to the extent set forth in Section 15.04, at least 10 Business Days and not more than 60 calendar days
        prior to the date fixed for a redemption to the holders of such Securities so to be redeemed as a whole or in part. Notice given in such manner shall be conclusively presumed to have been duly given, whether or not the holder receives such notice.
        In any case, failure to give such notice or any defect in the notice to the holder of any such Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other such Security.
        If the Company requests the Trustee to give any notice of redemption, it shall make such request at least ten days prior to the designated date for delivering such notice, unless a shorter period is satisfactory to the Trustee.

       

      Each such notice of redemption shall specify the date fixed for redemption, the redemption price at which such Securities are to
        be redeemed, the CUSIP numbers of such Securities, the Place of Payment where such Securities, together, in the case of Bearer Securities, with all coupons appertaining thereto, if any, maturing after the date of redemption, are to be surrendered
        for payment of the redemption prices, that payment will be made upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in the notice, and that on and after the date
        interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all of a series is to be redeemed, the notice of redemption shall specify the numbers of the Securities to be redeemed. In case any Security is to be
        redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal
        to the unredeemed portion thereof will be issued.

       

      20

      
        
          


      

       

      On or before the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit
        in trust with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Securities or portions of Securities so called for redemption at the appropriate redemption price, together with
        accrued interest, if any, to the date fixed for redemption. If less than all of a series of Securities is to be redeemed, the Company will give the Trustee adequate written notice at least 45 days in advance (unless a shorter notice shall be
        satisfactory to the Trustee) as to the aggregate principal amount of Securities to be redeemed.

       

      If less than all the Securities of a series are to be redeemed, the Trustee shall select, pro rata or by lot or in such other
        manner is it shall deem appropriate and fair, not more than 60 days prior to the date of redemption, the numbers of such Securities Outstanding not previously called for redemption, to be redeemed in whole or in part. The portion of principal of
        Securities so selected for partial redemption shall be equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof. The Trustee shall promptly notify the Company of the Securities to be redeemed. If,
        however, less than all the Securities of a series having differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall select the particular Securities of such series to be redeemed and
        shall notify the Trustee in writing at least 45 days prior to the relevant redemption date.

       

      SECTION 3.03. Payment of Securities Called for Redemption.

       

      If notice of redemption has been given as above provided, the Securities or portions of Securities with respect to which such
        notice has been given shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with any interest accrued to the date fixed for redemption, and on and after that date (unless the
        Company shall default in the payment of such Securities at the redemption price, together with interest accrued to that date) interest on such Securities or portions of Securities so called for redemption shall cease to accrue and the coupons, if
        any, for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. On presentation and surrender of such Securities subject to redemption at the Place of Payment and in the manner
        specified in such notice, together with all coupons, if any, appertaining thereto and maturing after the date specified in such notice for redemption, such Securities or the specified portions thereof shall be paid and redeemed by the Company at
        the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided, that installments of interest on Bearer Securities whose stated maturity date is on or prior to the date of redemption shall be
        payable only at an office or agency located outside the United States and its possessions (except as otherwise provided in Section 4.02) and, unless otherwise specified as contemplated by Section 2.03, only upon presentation and surrender of
        coupons for such interest; and provided, further, that unless otherwise specified as contemplated by Section 2.03, installments of interest on Registered Securities whose stated maturity date is on or prior to the date of redemption shall be
        payable to the holders of such Registered Securities, or one or more predecessor Securities, registered as such at the close of business on the relevant record dates according to their terms and the provisions of Section 2.05.

       

      21

      
        
          


      

       

      At the option of the Company, payment with respect to Registered Securities may be made by check to the holders of such Securities
        or other persons entitled thereto against presentation and surrender of such Securities.

       

      If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the date of
        redemption, such Security may be paid after deducting from the redemption price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there
        is furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter the holder of such Security shall surrender to the Trustee or any paying agent any such missing coupon in respect
        of which a deduction shall have been made from the redemption price, such holder shall be entitled to receive the amount so deducted; provided, that interest represented by coupons shall be payable only at an office or agency located outside the
        United States and its possessions (except as otherwise provided in Section 4.02) and, unless otherwise specified as contemplated by Section 2.03, only upon presentation and surrender of those coupons.

       

      Any Security (including any coupons appertaining thereto) that is to be redeemed only in part shall be surrendered at a Place of
        Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder thereof or such holder's attorney duly
        authorized in writing), and upon such presentation, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Security or Securities of the same series,
        of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the principal of the Security so presented. If a temporary global Security or permanent global Security is so surrendered, such new Security so issued
        shall be a new temporary global Security or permanent global Security, respectively.

       

      SECTION 3.04. Redemption Suspended During Event of Default.

       

      The Trustee shall not redeem any Securities (unless all Securities then outstanding are to be redeemed) or commence the giving of
        any notice of redemption of Securities during the continuance of any Event of Default of which a Responsible Officer of the Trustee has actual knowledge or notice, except that where the giving of notice of redemption of any Securities shall
        theretofore have been made, the Trustee shall redeem such Securities, provided funds are deposited with it for such purpose. Except as aforesaid, any moneys theretofore or thereafter received by the Trustee shall, during the continuance of such
        Event of Default, be held in trust for the benefit of the securityholders and applied in the manner set forth in Section 6.06; provided, that in case such Event of Default shall have been waived as provided herein or otherwise cured, such moneys
        shall thereafter be held and applied in accordance with the provisions of this Article.

       

      22

      
        
          


      

       

      ARTICLE 4

      PARTICULAR COVENANTS OF THE COMPANY

       

      SECTION 4.01. Payment of Principal, Premium and Interest.

       

      The Company will duly and punctually pay or cause to be paid the principal of (and premium, if any, on) and any interest on each of
        the Securities of a series at the place, at the respective times and in the manner provided in the terms of the Securities, any coupons appertaining thereto and this Indenture. Unless otherwise specified as contemplated by Section 2.03(b) with
        respect to any series of Securities, any interest due on and any Additional Amounts payable in respect of Bearer Securities on or before maturity shall be payable only upon presentation and surrender of the several coupons for such interest
        installments as are evidenced thereby as they severally mature.

       

      SECTION 4.02. Offices for Notices and Payments, etc.

       

      If Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for such
        series an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that 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 that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (a) in the Borough of Manhattan, The City of New York (or in such other place or
        places in the United States as the Company may designate from time to time by Company Order delivered to the Trustee), an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any
        Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where notices and demands to or upon the Company in respect of the Securities of that series and
        this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described below (and not otherwise), (b) subject to any laws or regulations applicable
        thereto, in a Place of Payment for that series which is located outside the United States and its possessions, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, that if
        the Securities of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland, Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and its possessions
        and such stock exchange shall so require, the Company will maintain a paying agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States and its possessions, as the case may be, so long
        as the Securities of that series are listed on such exchange, and (c) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States and its possessions, an office or agency
        where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of
        that series and this Indenture may be served.

       

      23

      
        
          


      

       

      

      The Company will give to the Trustee notice of the location of each such office or agency and of any change in the location
        thereof. In case the Company shall fail to maintain any such office or agency as required, or shall fail to give such notice of the location or of any change in the location thereof, presentations and surrenders of Securities of that series may be
        made and notices and demands may be served at the principal corporate trust office of the Trustee, except that Bearer Securities of that series and the related coupons may be presented and surrendered for payment at any paying agent for such series
        located outside the United States and its possessions or, if none have been so appointed, then at the London office of the Trustee, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices
        and demands.

       

      No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the
        United States or its possessions or by check mailed to any address in the United States or its possessions or by transfer to any account maintained with a financial institution located in the United States or its possessions; provided, that, if the
        Securities of a series are denominated and payable in Dollars, payment of principal of (and premium, if any) and any interest on any Bearer Security shall be made at the office of the Company's paying agent in the Borough of Manhattan, The City of
        New York (or in such other place or places in the United States as the Company may designate from time to time by Company Order delivered to the Trustee), if (but only if) payment in Dollars of the full amount of such principal, premium, interest
        or Additional Amounts, as the case may be, at all offices or agencies outside the United States and its possessions maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls
        or other similar restrictions.

       

      The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series
        may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or
        agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee and the holders of any such designation or rescission and of any change in the
        location of any such other office or agency.

       

      The Company hereby initially designates the principal corporate trust office of [] as the office

      of the Company in the Borough of Manhattan, The City of New York where Registered Securities may be presented for payment, for registration of transfer
        and for exchange as in this Indenture provided and where notices and demands to or upon the Company in respect of the Securities or of this Indenture may be served.

       

      SECTION 4.03. Provisions as to Paying Agent.

       

      (a)  Whenever the Company shall
        appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the
        provisions of this Section:

       

      24

      
        
          


      

       

      (1)              that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest on the Securities of such series (whether such sums have been paid
          to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the
          Trustee of the receipt of sums to be so held;

       

      (2)              that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any, on) or
          any interest on the Securities of such series when the same shall be due and payable; and

       

      (3)              that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying
          agent.

       

      (b)              If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest on the Securities of any series, set aside,
          segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as
          herein provided. The Company will promptly notify the Trustee of any failure to take such action.

       

      (c)              Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any
          interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium
          or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

       

      (d)              Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more
          or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee
          upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money.

       

      (e)              Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 12.03 and Section 12.04.

       

      25

      
        
          


      

       

      SECTION 4.04. Statement as to Compliance.

       

      The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, commencing with the
        fiscal year ending in the year during which the first series of Securities is issued hereunder (but in no event more than one year from the issuance of the first series hereunder), a written statement signed by the Chief Executive Officer,
        President or other principal executive officer and by the Treasurer or other principal financial officer or principal accounting officer of the Company, stating, as to each signer thereof, that:

       

      (a)              a review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision; and

       

      (b)              to the best of his knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of
          any such obligation, specifying each such default known to him and the nature and status thereof.

       

      SECTION 4.05. Corporate Existence.

       

      Subject to the provisions of Article 11, the Company will do or cause to be done all things necessary to preserve and keep in full
        force and effect its corporate existence, rights (charter and statutory) and franchises and the corporate existence and rights (charter and statutory) and franchises of its Subsidiaries; provided, that except as set forth in Section 4.06 below, the
        Company shall not be required to, or to cause any Subsidiary to, preserve any right or franchise or to keep in full force and effect the corporate existence of any Subsidiary if the Company shall determine that the keeping in existence or
        preservation thereof is no longer desirable in or consistent with the conduct of the business of the Company.

       

      SECTION 4.06. Ownership of Material Subsidiary Stock.

       

      Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.1 and subject
        to the provisions of Article XI, so long as any of the Securities are outstanding, the Company:

       

      (a)              will not, nor will it permit the Material Subsidiary to, directly or indirectly, sell, assign, pledge, transfer or otherwise dispose of any shares of, securities convertible into, or options,
          warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary, nor will the Company permit the Material Subsidiary to issue any shares of, or securities convertible into, or options, warrants or rights to
          subscribe for or purchase shares of, Voting Stock of the Material Subsidiary if, in each case, after giving effect to any such transaction and to the issuance of the maximum number of shares of Voting Stock of the Material Subsidiary issuable
          upon the exercise of all such convertible securities, options, warrants or rights, the Company would cease to own, directly or indirectly, at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary; and

       

      (b)              will not permit the Material Subsidiary to:

       

      (1)  merge or consolidate with or
        into any corporation or other Person, unless the Company is the surviving corporation or Person, or unless, upon consummation of the merger or consolidation, the Company will own, directly or indirectly, at least 80% of the surviving corporation’s
        issued and outstanding Voting Stock;

       

      26

      
        
          


      

      

      

      (2)              lease, sell, assign or transfer all or substantially all of its properties and assets to any Person (other than the Company), unless, upon such sale, assignment or transfer, the Company will
          own, directly or indirectly, at least 80% of the issued and outstanding Voting Stock of that Person; or

       

      (3)              pay any dividend in Voting Stock of a Material Subsidiary or make any other distribution in Voting Stock of a Material Subsidiary, unless the Material Subsidiary to which the transaction
          relates, after obtaining any necessary regulatory approvals, unconditionally guarantees payment of the principal and any premium and interest on the Securities.

       

      Notwithstanding the foregoing, any such sale, assignment, pledge or transfer of securities, any such merger or consolidation or any
        such lease, sale, assignment, pledge or transfer of properties and assets shall not be prohibited if: (A) required by law, such lease, sale, assignment or transfer of securities is made to any Person for the purpose of the qualification of such
        Person to serve as a director; (B) such lease, sale, assignment or transfer of securities is made by the Company or any of its Subsidiaries acting in a fiduciary capacity for any Person other than the Company or any Subsidiary; (C) made in
        connection with the consolidation of the Company with or the sale, lease or conveyance of all or substantially all of the assets of the Company to, or merger of the Company with or into any other Person (as to which Article XI of this Indenture
        shall apply); or (D) required as a condition imposed by any law or any rule, regulation or order of any governmental agency or authority to the acquisition by the Company, directly or indirectly, through purchase of stock or assets, merger,
        consolidation or otherwise, of any Person; provided, that, in the case of (D) only, after giving effect to such disposition and acquisition, (y) at least 80% of the issued and outstanding Voting Stock of such Person will be owned, directly
        or indirectly, by the Company and (z) the consolidated assets of the Company will be at least equal to 70% of the consolidated assets of the Company prior thereto; and nothing in this Section 4.06 shall prohibit the Company or the Material
        Subsidiary from the sale or transfer of assets pursuant to any securitization transaction or the pledge of any assets to secure borrowings incurred in the ordinary course of business, including, without limitation, deposit liabilities, mortgage
        escrow funds, reverse repurchase agreements, Federal Home Loan Bank of Dallas, recourse obligations incurred in connection with the Material Subsidiary’s lending activities and letters of credit.

       

      SECTION 4.07. Waiver of Covenants.

       

      The Company may omit in any particular instance to comply with any covenant or condition set forth herein if before or after the
        time for such compliance the holders of a majority in principal amount of the Securities of all series affected thereby then Outstanding shall either waive such compliance in such instance or generally waive compliance with such covenant or
        condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of
        any such covenant or condition shall remain in full force and effect.

       

      27

      
        
          


      

       

      ARTICLE 5

      SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

       

      SECTION 5.01. Securityholder Lists.

       

      The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee (1) semiannually, not later than
        January 15 and July 15 in each year, when any Securities of a series are Outstanding, a list, in such form as the Trustee may reasonably require, of all information in the possession or control of the Company as to the names and addresses of the
        holders of such Registered Securities as of such date, and (2) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request, a list, in such form as the Trustee may reasonably require,
        of all information in the possession or control of the Company as to the names and addresses of the holders of Registered Securities of a particular series specified by the Trustee as of a date not more than 15 days prior to the time such
        information is furnished; provided, that if and so long as the Trustee shall be the Security Registrar with respect to such series, such list shall not be required to be furnished.

       

      SECTION 5.02. Preservation and Disclosure of Lists.

       

      (a)              The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of each series of Securities contained in the most
          recent list furnished to it as provided in Section 5.01 or received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.

       

      (b)              Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act with other securityholders with respect to their rights under this Indenture or under the Securities. The
          Company, the Trustee, the Security Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act with respect to the sending of any material pursuant to a request made pursuant to Section 312(b) of the Trust
          Indenture Act.

       

      SECTION 5.03. Reports by the Company.

       

      The Company covenants so long as Securities are Outstanding:

       

      (a)  to file with the Trustee,
        within 15 days after the Company is required to file the same with the Commission, 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 Commission may from time
        to time by rules and regulations prescribe) that the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports
        pursuant to either of such sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and
        reports that may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

       

      28

      
        
          


      

       

      (b)              to file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents, and reports with
          respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations; and

       

      (c)              to transmit by mail to all the holders of Registered Securities of each series, as the names and addresses of such holders appear on the registry books, within 30 days after the filing thereof
          with the Trustee, such summaries of any information, documents and reports required to be filed by the Company with respect to each such series pursuant to subsections (a) and (b) of this Section as may be required by rules and regulations
          prescribed from time to time by the Commission.

       

      SECTION 5.04. Reports by the Trustee.

       

      (a)  On or about [___________ , _______], so long as any Securities
          are outstanding hereunder and if there has been any change in the following, the Trustee shall transmit by mail, first class postage prepared, to the securityholders, as their names appear upon the Security Register, a brief report dated as of
          the preceding [________,______], if and to the extent required under Section 313(a) of the Trust
          Indenture Act, detailing certain events that occurred within the previous 12 months.

       

      (b)              The Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act.

       

      (c)              A copy of each such report shall, at the time of such transmission to securityholders, be filed by the Trustee with the Company, with each stock exchange upon which any Securities are listed (if
          so listed) and also with the Commission. The Company agrees to notify the Trustee when any Securities become listed on any stock exchange.

       

      ARTICLE 6

        REMEDIES

       

      SECTION 6.01. Events of Default; Acceleration of Maturity.

       

      In case one or more of the following Events of Default with respect to a particular series shall have occurred and be continuing:

       

      (a)              default in (i) the payment of the principal of (or premium, if any, on) any of the Securities of such series as and when the same shall become due and payable either at maturity, upon
          redemption, by declaration or otherwise or (ii) any payment required by any sinking or analogous fund established with respect to that series; or

       

      (b)              default in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of
          90 days; or

       

      29

      
        
          


      

       

      (c)              failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company contained in the Securities or in this Indenture for a period of
          90 days after the date on which written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the holders of at least 25% in aggregate principal
          amount of the Securities of that series at the time Outstanding; or

       

      (d)              a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or the Material Subsidiary in an involuntary case under any applicable bankruptcy,
          insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any Material Subsidiary or for any substantial part of their
          respective property, or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

       

      (e)              the Company or the Material Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry
          of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company or the
          Material Subsidiary or for any substantial part of their respective property, or shall make any general assignment for the benefit of creditors; or

       

      (f)              any other Event of Default provided with respect to Securities of that series;

       

      then, if an Event of Default described in clause (a), (b), (c), or (f) shall have occurred and be continuing, and in each and every such case, unless
        the principal amount of all the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of that series then Outstanding hereunder,
        by notice in writing to the Company (and to the Trustee if given by securityholders) may declare the principal amount of all the Securities (or, with respect to Original Issue Discount Securities, such lesser amount as may be specified in the terms
        of such Securities) of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the
        contrary notwithstanding; or, if an Event of Default described in clause (d) or (e) shall have occurred and be continuing, and in each and every such case, unless the principal of all the Securities of such series shall have already become due and
        payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of all the Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by securityholders), may
        declare the principal of all the Securities (or, with respect to Original Issue Discount Securities, such lesser amount as may be specified in the terms of such Securities) to be due and payable immediately, and upon any such declaration the same
        shall become and shall be immediately due and payable, anything in this Indenture or in the Securities contained to the contrary notwithstanding.

       

      30

      
        
          


      

       

      SECTION 6.02. Rescission and Annulment

       

      The provisions in Section 6.01 are subject to the condition that if, at any time after the principal of the Securities of any one
        or more of all series, as the case may be, shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall
        deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series or of all the Securities, as the case may be, and the principal of (and premium, if any, on) all Securities of such series
        or of all the Securities, as the case may be (or, with respect to Original Issue Discount Securities, such lesser amount as may be specified in the terms of such Securities), which shall have become due otherwise than by acceleration (with interest
        upon such principal and premium, if any) and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest specified in the Securities of such series
        or all Securities, as the case may be (or, with respect to Original Issue Discount Securities, at the rate specified in the terms of such Securities for interest on overdue principal thereof upon maturity, redemption or acceleration of such series,
        as the case may be), to the date of such payment or deposit, and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all
        advances made, by the Trustee except as a result of its negligence or bad faith, and any and all defaults under the Indenture, other than the non-payment of the principal of Securities that has become due by acceleration, shall have been remedied;
        then and in every such case the holders of a majority in aggregate principal amount of the Securities of such series (or of all the Securities, as the case may be) then Outstanding, by written notice to the Company and to the Trustee, may waive all
        defaults with respect to that series or with respect to all Securities, as the case may be in such case, treated as a single class and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall
        extend to or shall affect any subsequent default or shall impair any right consequent thereon.

       

      In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been
        discontinued or abandoned because of such rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Trustee and the securityholders, as the case may be,
        shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the securityholders, as the case may be, shall continue as though no such proceedings had been taken.

       

      

      SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee.

      

        The Company covenants that if

       

      (a)  default is made in the payment
        of any installment of interest on any Security when such interest becomes due and payable and such default continues for a period of 90 days, or

       

      31

      
        
          


      

       

      (b)  default is made in the payment
        of the principal or premium, if any, of any Security at the maturity thereof, including any maturity occurring by reason of a call for redemption or otherwise, the Company will, upon demand of the Trustee, pay to it, for the benefit of the holders
        of such Securities and any coupons appertaining thereto, the whole amount that shall have become due and payable on such Securities and coupons for principal or premium, if any, and interest, with interest upon the overdue principal and, to the
        extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate borne by 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, and may prosecute such proceedings to judgment or final decree, and may enforce the same against the Company or any other obligor upon the Securities and
        collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities, wherever situated.

       

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

       

      SECTION 6.04. Trustee May File Proofs of Claim.

       

      In the case of the pendency of a 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 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 premium, if any, and any 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 of Securities and coupons
          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;

       

      

      32

      
        
          


      

       

      and any receiver, assignee, trustee, liquidator or sequestrator (or other similar official) in any such judicial proceeding is
        hereby authorized by each holder of Securities and coupons 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 of Securities and coupons, to pay to the Trustee
        any amount due to 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 7.06. To the extent that such payment of reasonable compensation,
        expenses, disbursements, advances and other amounts out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys,
        securities and other property which the holders of the Securities and coupons may be entitled to receive in such proceedings, whether in liquidation or under any plan or reorganization or arrangements or otherwise.

       

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

       

      SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities or Coupons.

       

      All rights of action and claims under this Indenture or the Securities or coupons may be prosecuted and enforced by the Trustee
        without the possession of any of the Securities or coupons 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 Securities and coupons in respect of which
        such judgment has been recovered.

       

      SECTION 6.06. 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 premium, if any, or any interest, upon presentation of the Securities or coupons, or both, as the case may be, 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 7.06;

       

      SECOND: To the payment of all senior Indebtedness of the Company if and to the extent required by Article 16;

       

      THIRD: To the payment of the amounts then due and unpaid upon the Securities for principal of and premium, if any, and any interest
        on the Securities and coupons, 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 and coupons, for
        principal and any interest, respectively; and

       

      FOURTH: To the Company or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same.

       

      33

      
        
          


      

       

      SECTION 6.07. Limitation on Suits.

       

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

       

      (1)              such holder has previously given written notice to the Trustee of a continuing Event of Default;

       

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

       

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

       

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

       

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

       

      it being understood and intended that no one or more such holders of Securities 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 of Securities 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 of Securities.

       

      SECTION 6.08. Unconditional Right of Securityholders to Receive Principal and Interest.

       

      Notwithstanding any other provision in this Indenture, the holder of any Security or coupon shall have the right, which is absolute
        and unconditional, to receive payment of the principal of and premium, if any, and (subject to Section 2.05 and Section 3.02) any interest on such Security or payment of such coupon on the respective stated maturities expressed in such Security or
        coupon (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such holder.

       

      SECTION 6.09. Restoration of Rights and Remedies.

       

      If the Trustee or any holder of a Security or coupon 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 the Company, the Trustee and the holders of Securities and coupons
        shall, subject to any determination in such proceeding, 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
        has been instituted.

       

      34

      
        
          


      

       

      SECTION 6.10. Rights and Remedies Cumulative.

       

      Except as provided in Section 2.09, no right or remedy herein conferred upon or reserved to the Trustee or to the holders of
        Securities or coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
        existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

       

      SECTION 6.11. Delay or Omission Not Waiver.

       

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

       

      SECTION 6.12. Control by Securityholders.

       

      The holders of a majority in principal amount of Outstanding Securities of each 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, provided that

       

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

       

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

       

      (3)              the Trustee need not take any action which it in good faith determines might involve it in personal liability or be unjustly prejudicial to the securityholders not consenting.

       

      Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a
        temporary global Security or a permanent global Security, the Trustee shall establish a record date for determining holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of
        business on the day the Trustee receives such direction. The holders on such record date, or their duly designated proxies, and only such persons, shall be entitled to join in such direction, whether or not such holders remain holders after such
        record date, provided that, unless such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further action by any holder be cancelled and of
        no further effect. Nothing in this paragraph shall prevent a holder, or a proxy of a holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been cancelled pursuant to the proviso to the
        preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 6.12.

       

      35

      
        
          


      

       

      SECTION 6.13. Waiver of Past Defaults.

       

      The holders of a majority in principal amount of the Securities of each series at the time Outstanding may, on behalf of the
        holders of all the Securities of that series and any coupons appertaining thereto, waive any past default hereunder and its consequences, except a default:

       

      (1)              in the payment of the principal of, premium, if any, or any interest on any Security; or

       

      (2)              in respect of a covenant or provision hereof that pursuant to Article 10 cannot be modified or amended without the consent of the holder of each Outstanding Security affected.

       

      Upon any such waiver, such default shall cease to exist, and any Default or 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 or coupon 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 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 of any Securities or coupons for the enforcement of the payment of the principal of, premium, if any, or any interest
        on any Security or the payment of any coupon on or after the respective stated maturities expressed in such Security or coupon (or, in the case of redemption, on or after the redemption date, except, in the case of a partial redemption, with
        respect to the portion not so redeemed).

       

      SECTION 6.15. Waiver of Stay or Extension Laws.

       

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

       

      36

      
        
          


      

       

      ARTICLE 7

      CONCERNING THE TRUSTEE

       

      SECTION 7.01. Duties and Responsibilities of Trustee.

       

      (a)              The Trustee, prior to the occurrence of an Event of Default of a particular series and after the curing of all Events of Default of such series which may have occurred, undertakes to perform
          such duties and only such duties with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In the absence of bad faith on the part
          of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this
          Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform
          to the requirements of this Indenture.

       

      (b)              In case an Event of Default with respect to a particular series has occurred (which has not been cured), the Trustee shall exercise with respect to such series such of the rights and powers
          vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

       

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

       

      (1)              prior to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with respect to such series which may have occurred, the duties
          and obligations of the Trustee with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically
          set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee;

       

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

       

      (3)              the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of Securities pursuant to Section 6.12
          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.

       

      37

      
        
          


      

       

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

       

      

      SECTION 7.02. Reliance on Documents, Opinions, etc.

      

        Subject to the provisions of Section 7.01:

       

      (a)              the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond,
          debenture, note, coupon or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

       

      (b)              any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (unless other evidence in respect thereof be herein
          specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or any Assistant Secretary of the Company; and whenever in the administration of this Indenture the Trustee shall deem
          it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an
          Officers' Certificate;

       

      (c)              the Trustee may consult with counsel and the written advice of such counsel and 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;

       

      (d)              the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the holders of any Securities or any
          related coupons pursuant to the provisions of this Indenture, unless such holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby;

       

      (e)              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, coupon or other paper or documents, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
          make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

       

      (f)              the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for
          any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and

       

      38

      
        
          


      

       

      (g)  the Trustee shall not be
        liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

       

      SECTION 7.03. No Responsibility for Recitals, etc.

       

      The recitals contained herein and in the Securities, other than the Trustee's certificate of authentication, and in any coupons
        shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons,
        provided that the Trustee shall not be relieved of its duty to authenticate Securities only as authorized by this Indenture. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

       

      SECTION 7.04. Ownership of Securities.

       

      The Trustee, any authenticating agent, any paying agent, any Security Registrar or any other agent of the Company or of the
        Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons with the same rights it would have if it were not Trustee, authenticating agent, paying agent, Security Registrar or such other agent of the
        Company or of the Trustee.

       

      SECTION 7.05. Moneys to be Held in Trust.

       

      Subject to the provisions of Section 12.04 hereof, all moneys received by the Trustee or any paying agent shall, until used or
        applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any paying agent shall be under any liability for
        interest on any moneys received by it hereunder except such as it may agree in writing with the Company to pay thereon.

       

      SECTION 7.06. Compensation and Expenses of Trustee.

       

      The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such

       

      compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which to the extent
        permitted by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided, the Company will pay or reimburse the Trustee forthwith upon its request for
        all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all
        persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to
        the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make and to be reimbursed for, advances for the purpose of
        preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any and all loss, damage, claims, liability or expense,
        including taxes (other than taxes based upon, measured or determined by, the income of the Trustee) incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this
        trust, including the costs and expenses of defending itself against any claim of liability. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a
        lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities.

       

      39

      
        
          


      

       

      To secure the Company's obligations under this Section, the Trustee shall have a senior claim to which the Securities are hereby
        made subordinate on all money or property held or collected by the Trustee, except that held in trust to pay principal of (and premium, if any) and interest, if any, on particular Securities.

       

      When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services
        are intended to constitute expenses of administration under any bankruptcy law.

       

      SECTION 7.07. Officer's Certificate as Evidence

       

      Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall
        deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of
        negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the
        Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

       

      SECTION 7.08. Disqualifications; Conflicting Interest of Trustee.

       

      If the Trustee has or shall acquire any "conflicting interest" within the meaning of the Trust Indenture Act, the Trustee and the
        Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

       

      SECTION 7.09. Eligibility of Trustee.

       

      There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the
        United States or of any State or Territory thereof or of the District of Columbia, which (a) is authorized under such laws to exercise corporate trust powers, (b) is subject to supervision or examination by federal, state, territorial or District
        of Columbia authority, (c) shall have at all times a combined capital and surplus of not less than $5,000,000 and (d) shall not be the Company or any person directly or indirectly controlling, controlled by, or under common control with the
        Company. If such corporation publishes reports of condition at least annually, pursuant to law, or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of
        such corporation at any time shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of
        this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.

       

      40

      
        
          


      

       

      SECTION 7.10. Resignation or Removal of Trustee.

       

      (a)  The Trustee, or any trustee or
        trustees hereafter appointed, may at any time resign with respect to one or more or all series by giving written notice of resignation to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee
        with respect to the applicable series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor
        trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.
        Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

       

      (b)    In case at any time any of the following shall occur:

       

      (1)              the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 with respect to any series of Securities after written request therefor by the Company or by any
          securityholder who has been a bona fide holder of a Security or Securities of such series for at least six months, or

       

      (2)              the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 with respect to any series of Securities and shall fail to resign after written request therefor by the
          Company or by any such securityholder, or

       

      (3)              the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be
          appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Company may remove the Trustee with respect to
          the applicable series of Securities and appoint a successor trustee with respect to such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so
          removed and one copy to the successor trustee, or, subject to the provisions of Section 6.14, any securityholder of such series who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may, on
          behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice,
          if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

       

      (c)  The holders of a majority in
        aggregate principal amount of the Securities of all series (voting as one class) at the time Outstanding may at any time remove the Trustee with respect to Securities of all series and appoint a successor trustee with respect to the Securities of
        all series.

       

      41

      
        
          


      

       

      (d)  Any resignation or removal of
        the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon the appointment of a successor trustee and the acceptance of appointment by the
          successor trustee as provided in Section 7.11.

       

      SECTION 7.11. Acceptance by Successor Trustee.

       

      Any successor trustee appointed as provided in Section 7.10 shall execute, acknowledge and deliver to the Company and to its
        predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any
        further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the
        written request of the Company or of the successor trustee, the predecessor trustee shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee
        all the rights and powers of the predecessor trustee. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all
        such rights and powers. Any trustee, including the initial Trustee, ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of
        Section 7.06.

       

      In case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the
        Company, the predecessor Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or
        desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee,
        and shall 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, it being understood that nothing herein or in such
        supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such
        trustee.

       

      No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor
        trustee shall be qualified and eligible under the provisions of this Article 7.

       

      Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession
        of such trustee hereunder to all holders of Securities of any applicable series as the names and addresses of such holders shall appear on the registry books. If the Company fails to mail such notice in the prescribed manner within ten days after
        the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be so mailed at the expense of the Company.

       

      42

      
        
          


      

       

      SECTION 7.12. Successor by Merger, etc.

       

      Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation
        resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder,
        provided such corporation shall be qualified and eligible under the provisions of this Article 7, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
        notwithstanding. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver
        the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

       

      SECTION 7.13. Limitations on Rights of Trustee as Creditor.

       

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

       

      SECTION 7.14. Notice of Default.

       

      Within 90 days after the occurrence of any default on a series of Securities hereunder, the Trustee shall transmit to all
        securityholders of that series, in the manner and to the extent provided in Section 15.04, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, that except in the case of a default in
        the payment of the principal of or interest on any Security or on the payment of any sinking or purchase fund installment, the Trustee shall be protected in withholding such notice if and so long as the trust committee of directors and/or
        Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the security-holders; and provided , further , that in the case of any default of the character specified in clause (c) of
        Section 6.01 no such notice to securityholders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become,
        an Event of Default with respect to Securities of such series.

       

      43

      
        
          


      

       

      SECTION 7.15. Appointment of Authenticating Agent.

       

      The Trustee may appoint an authenticating agent or agents (which may be an affiliate or affiliates of the Company) with respect to
        one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue or upon exchange, registration of transfer or partial redemption thereof or pursuant to
        Section 2.09, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
        authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an authenticating agent and a certificate of
        authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of
        America or of any State or Territory thereof or of the District of Columbia, which (a) is authorized under such laws to exercise corporate trust powers or to otherwise act as authenticating agent, (b) is subject to supervision or examination by
        federal, state, territorial or District of Columbia authority, and (c) shall have at all times a combined capital and surplus of not less than $5,000,000. If such authenticating agent publishes reports of condition at least annually, pursuant to
        law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such authenticating agent shall be deemed to be its combined capital and surplus as set forth in its
        most recent report of condition so published. If at any time an authenticating agent shall cease to be eligible in accordance with the provisions of this Section, such authenticating agent shall resign immediately in the manner and with the effect
        specified in this Section.

       

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

       

      An authenticating agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may
        at any time terminate the agency of an authenticating agent by giving written notice thereof to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such
        authenticating agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor authenticating agent which shall be acceptable to the Company and shall promptly give notice of such appointment
        to all holders of Securities in the manner and to the extent provided in Section 15.04. Any successor authenticating agent upon acceptance of its appointment hereunder

       

      shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named
        as an authenticating agent. No successor authenticating agent shall be appointed unless eligible under the provisions of this Section.

       

      The Trustee agrees to pay to each authenticating agent from time to time reasonable compensation for its services under this
        Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 7.06.

       

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

       

      44

      
        
          


      

       

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

       

      [ ],

       

      as Trustee

      By:  _______________________  

            

          Authorized Signatory

       

      If all of the Securities of a series may not be originally issued at one time, and the Trustee does not have an office capable of
        authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing, shall appoint in
        accordance with this Section an authenticating agent (which, if so requested by the Company, shall be such affiliate of the Company) having an office in a Place of Payment designated by the Company with respect to such series of Securities,
        provided that the terms and conditions of such appointment are acceptable to the Trustee.

       

      ARTICLE 8

      CONCERNING THE SECURITYHOLDERS

       

      SECTION 8.01. Action by Securityholders.

       

      Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the
        Securities of any or all series may take any action (including the making of any demand or request, the giving of any authorization, notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action
        the holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by securityholders in person or by agent or proxy appointed in writing, or (b) if Securities
        of a series are issuable as Bearer Securities, by the record of the holders of Securities voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of securityholders of such series duly called and held in
        accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of securityholders.

       

      In determining whether the holders of a specified percentage in aggregate principal amount of the Securities of any or all series
        have taken any action (including the making of any demand or request, the giving of any authorization, direction, notice, consent or waiver or the taking of any other action), (i) the principal amount of any Original Issue Discount Security that
        may be counted in making such determination and that shall be deemed to be outstanding for such purposes shall be equal to the amount of the principal thereof that could be declared to be due and payable upon an Event of Default pursuant to the
        terms of such Original Issue Discount Security at the time the taking of such of such action is evidenced to the Trustee, and (ii) the principal amount of a Security denominated in a foreign currency or currency unit shall be the U.S. dollar
        equivalent, determined as of the date of original issuance of such Security in accordance with Section 2.03(b) hereof, of the principal amount of such Security.

       

      45

      
        
          


      

       

      SECTION 8.02. Proof of Execution by Securityholders.

       

      Subject to the provisions of Section 7.01, Section 7.02 and Section 9.05, proof of the execution of any instrument by a
        securityholder or its agent or proxy, or of the holding by any person of a Security, shall be sufficient and conclusive in favor of the Trustee and the Company if made in accordance with such reasonable rules and regulations as may be prescribed by
        the Trustee or in such manner as shall be satisfactory to the Trustee.

       

      The principal amount and serial numbers of Registered Securities held by any person, and the date of holding the same, shall be
        proved by the Security Register. The principal amount and serial numbers of Bearer Securities held by any person, and the date of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as
        depositary, by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such person had on deposit with such
        depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be
        satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer
        Security is produced to the Trustee by some other person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The principal amount and serial numbers of Bearer
        Securities held by any person, and the date of holding the same, may also be provided in any other manner which the Trustee deems sufficient.

       

      The record of any securityholders' meeting shall be proved in the manner provided in Section 9.06.

       

        

      SECTION 8.03. Who Are Deemed Absolute Owners.

       

      Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the
        Company or of the Trustee may deem the person in whose name such Registered Security shall be registered upon the Security Register to be, and may treat him as, the absolute owner of such Registered Security (whether or not such Security shall be
        overdue and notwithstanding any notation of ownership or other writing thereon), for the purpose of receiving payment of or on account of the principal of (and premium, if any) and, subject to the provisions of Section 2.05 and Section 2.07, any
        interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments so made to any holder for the time
        being, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security.

       

      Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of
        the Company or of the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever,
        whether or not such Security or coupon be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

       

      46

      
        
          


      

       

      Notwithstanding the foregoing, with respect to any temporary or permanent global Security, nothing herein shall prevent the
        Company, the Trustee, or any agent of the Company or of the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Common Depositary or a U.S. Depositary, as the case may be, or impair, as between a
        Common Depositary or a U.S. Depositary and holders of beneficial interests in any temporary or permanent global Security, as the case may be, the operation of customary practices governing the exercise of the rights of the Common Depositary or the
        U.S. Depositary as holder of such temporary or permanent global Security.

       

      SECTION 8.04. Company-Owned Securities Disregarded.

       

      In determining whether the holders of the required aggregate principal amount of Securities have provided any request, demand,
        authorization, notice, direction, consent or waiver under this Indenture, Securities which are owned by the Company or any other obligor on the Securities, or by any person directly or indirectly controlling or controlled by or under direct or
        indirect common control with the Company or any other obligor on the Securities, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall
        be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be
        regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Securities and that the pledgee is not a person directly or indirectly controlling or
        controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

       

      SECTION 8.05. Revocation of Consents; Future Securityholders Bound.

       

      At any time prior to the taking of any action by the holders of the percentage in aggregate principal amount of the Securities
        specified in this Indenture in connection with such action, any holder of a Security, the identifying number of which is shown by the evidence to be included in the Securities the holders of which have consented to such action, may, by filing
        written notice with the Trustee at its office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall be conclusive
        and binding upon such holder and upon all future holders and owners of such Security and of any Security issued upon registration of transfer of or in exchange or substitution therefor in respect of anything done, omitted or suffered to be done by
        the Trustee or the Company in reliance thereon, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the percentage in aggregate principal amount of the Securities specified in
        this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities.

       

      47

      
        
          


      

       

      SECTION 8.06. Record Date.

       

      The Company may, but shall not be obligated to, set a record date for purposes of determining the identity of holders of Securities
        of any series entitled to vote or consent to any action by vote or consent or to otherwise take any action under this Indenture authorized or permitted by Section 6.12 and Section 6.13 or otherwise under this Indenture. Such record date shall be
        the later of (i) the date 20 days prior to the first solicitation of such consent or vote or other action and (ii) the date of the most recent list of holders of such Securities delivered to the principal corporate trust office of the Trustee
        pursuant to Section 5.01 prior to such solicitation. If such a record date is fixed, those persons who were holders of such Securities at the close of business on such record date shall be entitled to vote or consent or take such other action, or
        to revoke any such action, whether or not such persons continue to be holders after such record date, and for that purpose the Outstanding Securities shall be computed as of such record date.

       

      ARTICLE 9

      SECURITYHOLDERS' MEETINGS

       

      SECTION 9.01. Purposes of Meeting.

       

      A meeting of holders of any or all series of Securities may be called at any time and from time to time pursuant to the provisions
        of this Article for any of the following purposes:

       

      (a)              to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to waive any default hereunder and its consequences, or to take any other action authorized to
          be taken by securityholders pursuant to any of the provisions of Article 6;

       

      (b)              to remove the Trustee and appoint a successor trustee pursuant to the provisions of Article 7;

       

      (c)              to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or

       

      (d)              to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Securities of any or all series, as the case may be, under any
          other provision of this Indenture or under applicable law.

       

      SECTION 9.02. Call of Meetings by Trustee.

       

      The Trustee may at any time call a meeting of security-holders of any or all series to take any action specified in Section 9.01,
        to be held at such time and at such place in New York, New York or Ellicott City, Maryland as the Trustee shall determine. Notice of every meeting of the securityholders of any or all series, setting forth the time and place of such meeting and in
        general terms the action proposed to be taken at such meeting, shall be given in the manner provided in Section 15.04 not less than 20 nor more than 180 days prior to the date fixed for the meeting.

       

      48

      
        
          


      

       

      SECTION 9.03. Call of Meetings by Company or Securityholders.

       

      In case at any time the Company, pursuant to a Board Resolution, or the holders of at least 10% in aggregate
        principal amount of the Securities of any or all series, as the case may be, then Outstanding, shall have requested the Trustee to call a meeting of securityholders of any or all series to take any action authorized in Section 9.01, by written
        request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have provided notice of such meeting in the manner provided in Section 15.04 within 30 days after receipt of such request, then the
        Company or the holders of such Securities in the amount above specified may determine the time and the place in New York, New York or Ellicott City, Maryland for such meeting and may call such meeting by giving notice thereof as provided in Section
        9.02.

       

      SECTION 9.04. Qualifications for Voting.

       

      To be entitled to vote at any meeting of securityholders a person shall be a holder of one or more Securities of such series
        Outstanding with respect to which a meeting is being held or a person appointed by an instrument in writing as proxy by such a holder or holders. The only persons who shall be entitled to be present or to speak at any meeting of the securityholders
        of any series shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

       

      SECTION 9.05. Regulations.

       

      Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable
        for any meeting of securityholders of a series, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies,
        certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it deems fit. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the
        manner specified in Article 8 and the appointment of any proxy shall be proved in the manner specified in Article 8 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized
        by Article 8 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Article 8 or other proof.

       

      The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been
        called by the Company or by securityholders as provided in Section 9.03, in which case the Company or the securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a
        permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote.

       

      49

      
        
          


      

       

      Subject to the provisions of Section 8.01 and Section 8.04, at any meeting each securityholder or proxy shall be entitled to one
        vote for each $1,000 (or the U.S. Dollar equivalent thereof in connection with Securities issued in a foreign currency or currency unit) Outstanding principal amount of Securities of such series held or represented by him; provided, however, that
        no vote shall be cast or counted at any meeting in respect of any

       

      Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting
        shall have no right to vote except as a securityholder or proxy. Any meeting of securityholders duly called pursuant to the provisions of Section 9.02 or Section 9.03 may be adjourned from time to time, and the meeting may be reconvened without
        further notice.

       

      SECTION 9.06. Voting.

       

      The vote upon any resolution submitted to any meeting of securityholders shall be by written ballot on which shall be subscribed
        the signatures of the securityholders or proxies and on which shall be inscribed the identifying number or numbers or to which shall be attached a list of identifying numbers of the Securities held or represented by them. The chairman of the
        meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at
        the meeting. A record in duplicate of the proceedings of each meeting of securityholders shall be prepared by the secretary of the meeting and there shall be attached to the record the original reports of the inspectors of votes on any vote by
        ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that the notice was mailed as provided in Section 9.02. The record shall be signed and verified
        by the chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

       

      Any record so signed and verified shall be conclusive evidence of the matters therein stated.

       

      ARTICLE 10

      SUPPLEMENTAL INDENTURES

       

      SECTION 10.01. Supplemental Indentures without Consent of Securityholders.

       

      Without the consent of any holders of Securities or coupons, the Company, when authorized by or pursuant to Board Resolution, and
        the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the
        following purposes:

       

      (a)  to evidence the succession of
        another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities;

       

      50

      
        
          


      

       

      (b)              to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of
          Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several
          remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide;

       

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

       

      (d)              to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any
          similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act
          or any corresponding provision in any similar federal statute hereafter enacted;

       

      (e)              to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series
          Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding;

       

      (f)              to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provisions contained
          herein or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or to make such other provisions in regard to matters or questions arising under this Indenture, provided such other
          provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts
          hereunder;

       

      (g)              to secure any series of Security; and

       

      (h)              to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any provisions of this
          Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to Section 7.11.

       

      51

      
        
          


      

       

      The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further
        appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental
        indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the
        same.

       

      SECTION 10.02. Supplemental Indentures with Consent of Holders.

       

      With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount
        of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture
        or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the
        provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall
        (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2)
        reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a
        manner adverse to the holders of such Securities, or (4) modify any of the above provisions.

       

      Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary
        of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such
        supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such
        supplemental indenture.

       

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

       

      Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this
        Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any
        failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

       

      52

      
        
          


      

       

      SECTION 10.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures.

       

      Any supplemental indenture executed pursuant to the provisions of this Article 10 shall comply with the Trust Indenture Act, as
        then in effect. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 10 and subject to the provisions in any supplemental indenture relating to the prospective application of such instrument, this Indenture
        shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities
        theretofore or thereafter authenticated and delivered hereunder and of any coupons appertaining thereto shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms
        and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

       

      The Trustee, subject to the provisions of Section 7.01 and Section 7.02, shall be entitled to receive and shall be fully protected
        in relying upon an Opinion of Counsel as conclusive evidence that any such supplemental indenture complies with the provisions of this Article 10.

       

      SECTION 10.04. Notation on Securities.

       

      Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions
        of this Article 10 may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. New Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors,
        to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered, without charge to the securityholders, in exchange for the Securities of such series then
        Outstanding.

       

      ARTICLE 11

      CONSOLIDATION, MERGER, SALE OR CONVEYANCE

       

      SECTION 11.01. Company May Consolidate, etc., on Certain Terms.

       

      The Company covenants that it will not merge into or consolidate with any other corporation or sell or convey all or substantially
        all of its assets to any person, firm or corporation, unless (1) either the Company shall be the continuing corporation, or the successor corporation (if other than the Company) shall be a corporation organized and existing under the laws of the
        United States of America or a state thereof or the District of Columbia and such corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any, on) and any interest on all the Securities, according to
        their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by
        such corporation, and (2) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.

       

      53

      
        
          


      

       

      SECTION 11.02. Successor Corporation Substituted.

       

      In case of any such consolidation, merger, sale or conveyance and upon any such assumption by the successor corporation, such
        successor corporation shall succeed to and be substituted for, and may exercise every right and power of, the Company, with the same effect as if it had been named herein as the party of the first part. Such successor corporation thereupon may
        cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of
        such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall make available for delivery any Securities which previously shall
        have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the
        Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued
        at the date of the execution thereof.

       

      In case of any such consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be
        made in the Securities thereafter to be issued as may be appropriate.

       

      SECTION 11.03. Opinion of Counsel and Officers' Certificate to be Given Trustee.

       

      The Trustee shall receive an Opinion of Counsel and Officers' Certificate as conclusive evidence that any such consolidation,
        merger, sale or conveyance, and any such assumption, complies with the provisions of this Article 11 and that all conditions precedent herein provided for relating to such transaction have been complied with.

       

      ARTICLE 12

      SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

       

      SECTION 12.01. Discharge of Indenture.

       

      If at any time

       

      (a)  the Company shall have
        delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered
        Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in
        Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has
        theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or

       

      54

      
        
          


      

       

      (b)  all such Securities of such
        series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, or (ii) are by their terms to become due and payable within one
        year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited
        with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and
        coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the
        Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on
        demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to
        reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with
        respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive.

       

      The Company will deliver to the Trustee an Officers' Certificate and an Opinion of Counsel which together shall state that all
        conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

       

      SECTION 12.02. Deposited Moneys to be Held in Trust by Trustee.

       

      Subject to the provisions of the last paragraph of Section 4.03, all moneys deposited with the Trustee pursuant to Section 12.01
        shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Company acting as its own paying agent), to the persons entitled thereto, of all sums due and to become due thereon for principal
        and interest (and premium, if any) for which payment of such money has been deposited with the Trustee.

       

      SECTION 12.03. Paying Agent to Repay Moneys Held.

       

      In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series and the payment of all
        amounts due to the Trustee under Section 7.06, all moneys with respect to such Securities then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon
        such paying agent shall be released from all further liability with respect to such moneys.

       

      55

      
        
          


      

       

      SECTION 12.04. Return of Unclaimed Moneys.

       

      Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the principal of (and premium, if any) or
        interest on any Security and not applied but remaining unclaimed for two years after the date upon which such principal (and premium, if any, on) or interest shall have become due and payable, shall be repaid to the Company by the Trustee or such
        paying agent on demand, and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for any payment which such holder may be entitled to collect and all liability of the Trustee or any paying agent
        with respect to such moneys shall thereupon cease.

       

      ARTICLE 13

      IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

       

      SECTION 13.01. Indenture and Securities Solely Corporate Obligations.

       

      No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security or coupon, or
        because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the
        Company or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by
        the acceptance of the Securities or coupons by the holders thereof and as part of the consideration for the issue of the Securities.

       

      ARTICLE 14

      DEFEASANCE AND COVENANT DEFEASANCE

       

      SECTION 14.01. Applicability of Article.

       

      Unless, as specified pursuant to Section 2.03(b), provision is made that either or both of (a) defeasance of the Securities of a
        series under Section 14.02 and (b) covenant defeasance of the Securities of a series under Section 14.03 shall not apply to the Securities of a series, then the provisions of such Section 14.02 and Section 14.03, together with Section 14.04 and
        Section 14.05, shall be applicable to the Outstanding Securities of all series upon compliance with the conditions set forth below in this Article 14.

       

      SECTION 14.02. Defeasance and Discharge.

       

      Subject to Section 14.05, the Company may cause itself to be discharged from its obligations with respect to the Outstanding
        Securities of any series on and after the date the conditions precedent set forth below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, "defeasance"). For this purpose, such defeasance means that
        the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such
        Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of
        holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments of the principal of and any premium and interest on such Securities when such
        payments are due, (b) the Company's obligations with respect to such Securities under Section 2.07, Section 2.08, Section 2.09, Section 4.02 and Section 4.03 and such obligations as shall be ancillary thereto, (c) the rights, powers, trusts,
        duties, immunities and other provisions in respect of the Trustee hereunder, and (D) this Article 14. Subject to compliance with this Article 14, defeasance with respect to Securities of a series by the Company is permitted under this Section 14.02
        notwithstanding the prior exercise of its rights under Section 14.03 with respect to the Securities of such series. Following a defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default.

       

      56

      
        
          


      

       

      SECTION 14.03. Covenant Defeasance.

       

      The Company may cause itself to be released from its obligations under any Sections applicable to Securities of a series that are
        determined pursuant to Section 2.03(b) to be subject to this provision with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied but subject to satisfaction of the
        conditions subsequent set forth below (hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series, the Company may omit to comply with and shall have no
        liability in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other
        provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

       

      SECTION 14.04. Conditions to Defeasance or Covenant Defeasance.

       

      The following shall be the conditions precedent or, as specifically noted below, subsequent to application of either Section 14.02
        or Section 14.03 to the Outstanding Securities of such series:

       

      (a)  The Company shall irrevocably
        have deposited or caused to be deposited 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, (i)
        money in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money
        in an amount, or (c) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and
        discharge, and which shall be applied by the Trustee to pay and discharge, (1) the principal of and any premium and interest on the Outstanding Securities of such series to maturity or redemption, as the case may be, and (2) any mandatory sinking
        fund payments or analogous payments applicable to the Outstanding Securities of such series on the due dates thereof. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future
        date or dates in accordance with Article 3 which shall be given effect in applying the foregoing. For this purpose, "U.S. Government Obligations" means securities that are (x) direct obligations of the United States of America for the payment of
        which its full faith and credit is pledged or (y) 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, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
        Securities Act) as custodian with respect to any such U.S. Government obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such 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 or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt;

       

      57

      
        
          


      

       

      (b)              No Default, or event that after notice or lapse of time, or both, would become a Default with respect to the Securities of such series, shall have happened and be continuing (i) on the date of
          such deposit or (ii) insofar as Section 6.01(a) and Section 6.01(b) are concerned, at any time during the period ending on the 123rd day after the date of such deposit or, if longer, ending on the day following the expiration of the longest
          preference period applicable to the Company in respect of such deposit (it being understood that the condition in this clause (b) is a condition subsequent and shall not be deemed satisfied until the expiration of such period);

       

      (c)              Such defeasance or covenant defeasance shall not (i) cause the Trustee for the Securities of such series to have a conflicting interest as defined in Section 7.08 or for purposes of the Trust
          Indenture Act with respect to any securities of the Company or (ii) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended;

       

      (d)              Such defeasance or covenant defeasance shall 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;

       

      (e)              Such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities exchange under the Exchange Act to be delisted;

       

      (f)              In the case of a defeasance under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published
          by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders
          of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such 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 defeasance had not occurred;

       

      58

      
        
          


      

       

      (g)              In the case of covenant defeasance under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of the Outstanding Securities of such
          series will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the
          case if such covenant defeasance had not occurred;

       

      (h)              Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant
          to Section 2.03(b); and

       

      (i)              The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent and subsequent provided for in this Indenture
          relating to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03, as the case may be, have been complied with.

       

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

       

      All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 in
        respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent (but not
        including the Company acting as its own paying agent) as the Trustee may determine, to the holders of such Securities of all sums due and to become due thereon in respect of principal and any premium and interest, but such money need not be
        segregated from other funds except to the extent required by law.

       

      The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or
        U.S. Government Obligations deposited pursuant to Section 14.04 or the principal and interest received in respect thereof.

       

      Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company
        Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,
        are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, provided that the Trustee shall not be required to liquidate any U.S. Government Obligations in order to
        comply with the provisions of this paragraph.

       

      Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the
        proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or by operation of Article 16 or (ii) are for any reason insufficient in amount, then the Company's obligations to pay principal
        of and any premium and interest on the Securities of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any such case, the Company's interest in the deposited money and U.S. Government
        Obligations (and proceeds thereof) shall be reinstated to the extent the Company's payment obligations are reinstated.

       

      59

      
        
          


      

       

      ARTICLE 15

      MISCELLANEOUS PROVISIONS

       

      SECTION 15.01. Benefits of Indenture Restricted to Parties and Securityholders.

       

      Nothing in this Indenture or in the Securities, expressed or implied, shall give or be construed to give to any person, firm or
        corporation, other than the parties hereto and their successors and assigns and the holders of the Securities (and, with respect to the provisions of Article 16, the holders of senior Indebtedness), any legal or equitable right, remedy or claim
        under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and assigns and the holders of the Securities (and, with respect to
        the provisions of Article 16, the holders of senior Indebtedness).

       

      SECTION 15.02. Provisions Binding on Company's Successors.

       

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

       

      SECTION 15.03. Addresses for Notices, etc., to Company and Trustee.

       

      Any notice or demand which by any provisions of this Indenture is required or permitted to be given or served by the Trustee or by
        the holders of Securities to or on the Company may be given or served by postage prepaid first class mail addressed (until another address is filed by the Company with the Trustee), as follows: Howard Bancorp, Inc., 6011 University Blvd., Suite
        370, Ellicott City, Maryland 20143, Attn: Secretary. Any notice, direction, request or demand by any securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the
        principal corporate trust office of the Trustee as set forth in Section 4.02.

       

      SECTION 15.04. Notice to Holders of Securities; Waiver.

       

      Except as otherwise expressly provided herein, where this Indenture provides for notice of holders of Securities of any event,

       

      (a)              such notice shall be sufficiently given to holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each holder of a Registered Security affected by such event,
          at the address of such holder as it appears in the Security Register, not earlier than the earliest date, and not later than the latest date, prescribed for the giving of such notice; and

       

      (b)              such notice shall be sufficiently given to holders of Bearer Securities if published in an Authorized Newspaper in the Borough of Manhattan, The City of New York and in such other city or cities
          as may be specified in such Securities on a Business Day at least twice, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed for the giving of such notice.

       

      60

      
        
          


      

       

      In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such
        notice to holders of Registered Securities by mail, then such notification as shall be made with the approval of the Trustee shall constitute sufficient notice to such holders for every purpose hereunder. In any case where notice to holders of
        Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular holder of a Registered Security shall affect the sufficiency of such notice with respect to other holders of
        Registered Securities or the sufficiency of any notice to holders of Bearer Securities given as provided herein.

       

      In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other
        cause it shall be impracticable to publish any notice to holders of Bearer Securities as provided above, then such notification as shall be given with the approval of the Trustee shall constitute sufficient notice to such holders for every purpose
        hereunder. Neither the failure to give notice by publication to holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice to holders of Registered Securities given as
        provided herein.

       

      Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such
        notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any
        action taken in reliance upon such waiver.

       

      Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the
        English language, except that any published notice may be in an official language of the country of publication.

       

      SECTION 15.05. Evidence of Compliance with Conditions Precedent.

       

      Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the
        Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the
        opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this
        Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.

       

      Each Officer's Certificate and Opinion of Counsel provided for in this Indenture and delivered to the Trustee with respect to
        compliance with a condition or covenant provided for in this Indenture shall include (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the
        examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of 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 (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

       

      61

      
        
          


      

       

      SECTION 15.06. Legal Holidays.

       

      In any case where the date of maturity of interest on or principal of the Securities or the date fixed for redemption of any
        Securities shall be a Saturday or Sunday or a legal holiday in New York, New York or Ellicott City, Maryland or in such other place or places as the Company may designate pursuant to Section 4.02, or a day on which banking institutions in New York,
        New York or Ellicott City, Maryland or in such other place or places are authorized by law or required by executive order to close, then payment of interest or principal (and premium, if any) need not be made on such date but may be made on the
        next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date.

       

      SECTION 15.07. Trust Indenture Act to Control.

       

      If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this
        Indenture which is required to be included in this Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture Act, such required provision shall control.

       

      SECTION 15.08. Execution in Counterparts.

       

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

       

      SECTION 15.09. Governing Law; Waiver of Jury Trial.

       

      This Indenture and each Security shall be deemed to be a contract made under the laws of the State of New York, and for all
        purposes shall be governed by and construed in accordance with the laws of the State of New York.

       

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

       

      SECTION 15.10. 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.

       

      The Trustee, by its execution of this Indenture, hereby accepts the trusts in this Indenture declared and provided, upon the terms
        and conditions hereinabove set forth.

       

      62

      
        
          


      

       

      SECTION 15.11. Interpretations.

       

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

       

      This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of
        any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

       

      SECTION 15.12. U.S.A. Patriot Act.

       

      The parties hereto acknowledge that in accordance with Title III of the Uniting and Strengthening America by Providing Appropriate
        Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record
        information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order
        for the Trustee to satisfy the requirements of the USA PATRIOT Act.

       

      ARTICLE 16

      RANKING OF SECURITIES

       

      SECTION 16.01. Ranking.

       

      Except as otherwise provided in a supplemental indenture or pursuant to Section 2.01, the Company agrees, and each Holder by
        accepting a Security agrees, that the indebtedness evidenced by the Securities constitutes and will constitute a senior unsecured general obligation of the Company, ranking equally with other existing and future senior unsecured Indebtedness of the
        Company, ranking equally with other existing and future senior unsecured Indebtedness of the Company and ranking senior in right of payment to any future Indebtedness of the Company that is expressly made subordinate to the Securities by the terms
        of such Indebtedness.

       

      63

      
        
          


      

       

      IN WITNESS WHEREOF, HOWARD BANCORP, INC. has caused this Indenture to be signed and acknowledged by its Chief Executive Officer or its President or one of its Vice Presidents, and the same to be
        attested by its Secretary or an Assistant Secretary; and [                      ] has caused this Indenture to be
          signed and acknowledged by one of its Vice Presidents, and the same to be attested by one of its Assistant Secretaries, all as of the day and year first above written.

       

         

        

        
          
            	

                  	 	HOWARD BANCORP, INC.	 
	ATTEST:	 	 	 	 
	 	 	 	 	 
	

                  	 	By:	

                  	 
	
                    

                    

                  	 	 	
                    Name:

                  	 
	

                  	 	 	
                    Title:

                  	 
	 	 	 	 	 
	ATTEST:

                  	 	[_________________________ ]	 
	 	 	AS TRUSTEE  

                  	 


          

           

          

          
            	 	 	 	 
	

                  	
                    By: 

                  	

                  	 
	 	 	Name:

                  	 
	 	 	Title:

                  	 


          

        

        

        

        	 	 
	

              	 
	 	 
	
                STATE OF [____________]

              	)

              
	 	)ss 

              
	COUNTY OF [●]	)

              


        

      

      On the _____ day of [ _______________ ,__________] before me personally came, to me known, who, being by me duly sworn, did depose and
        say that (s)he resides at  [, [ • ], [ • ]], that (s)he is ____________ of Howard Bancorp, Inc., one of the parties described in and which executed the above instrument; and that (s)he
        signed (his)(her) name thereto by like authority.

       

       

      

      
        	
                 

              	 	
                By:

              	
                 

              
	
                 

              	 	
                 

              	
                Notary Public

              


        [DATE]

        [NOTARIAL SEAL]

      

      

       

      64

      
        
          


      

       

      
        
          	
                  STATE OF [____________]

                	)

                
	 	)ss 

                
	COUNTY OF [●]	)

                


          

        

        On the _______ day of [___________,_______] before me personally came , to me known, who, being by me duly sworn, did depose and say that (s)he resides at , that (s)he is ____________of [_____________] as Trustee, one of the parties described in and which executed the above instrument; and that(s)he signed (his)(her) name
          thereto by like authority.

         

        

         

        

        
          	
                   

                	 	
                  By:

                	
                   

                
	
                   

                	 	
                   

                	
                   Notary Public

                


        

        [DATE]

        [NOTARIAL SEAL]

        Expires:

      

      

       
      65

      
        
          


      

       

      EXHIBIT A

       

      [FORMS OF CERTIFICATION]

       

      EXHIBIT A.1

       

      [FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE (1) BEARER SECURITY, SECURITY INITIALLY

        REPRESENTED BY A TEMPORARY GLOBAL SECURITY OR (3) INTEREST ON A TEMPORARY GLOBAL SECURITY] CERTIFICATE

        [Insert title or sufficient description of Securities]

       

      This is to certify that the above-captioned Securities are being acquired by or on behalf of, (or for offer to resell or for resale to), and if this certificate is being
        delivered in connection with a payment of interest, were beneficially owned by or on behalf of, (a) a person (other than a financial institution for purposes of resale during the restricted period) who is not a United States person; or (b) a United
        States person (other than a financial institution for purposes of resale during the restricted period) who is (i) a foreign branch of a United States financial institution or (ii) a United States person acquiring such Securities through the foreign
        branch of a United States financial institution and who for purposes of this certification holds such Securities through such financial institution on the date hereof, and, in the case of either (i) or (ii), such United States financial institution
        has agreed, for the benefit of the Company, to comply with the requirements of Section 165(j)(3)(A), (b) or (c) of the Internal Revenue Code of 1986, as from time to time amended, and the regulations thereunder; or (c) a financial institution for
        purposes of resale during the restricted period and such financial institution has not acquired such Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. If
        the undersigned is a clearing organization, the undersigned has obtained a similar certificate from its member organizations on which this certificate is based; provided, that if the undersigned has actual knowledge that the information contained
        in such a certificate is false (and, absent documentary evidence that the beneficial owner of such Security is not a United States person, it will be deemed to have actual knowledge that such certificate is false if it has a United States address
        for such beneficial owner, other than a financial institution described above), the undersigned will not deliver a Security in temporary or definitive bearer form to the person who signed such certificate notwithstanding the delivery of such
        certificate to the undersigned.

       

      As used herein, “United States person” means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the
        laws of the United States and an estate or trust the income of which is subject to United States federal income taxation regardless of its source, “United States” means the United States of America (including the States and the District of
        Columbia), “possessions” of the United States include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands, “restricted period” means the period described in Section 1.163-5(c)(2)(i)(D)(7) of the
        Treasury Regulations and “financial institution” means the persons described in Section 1.165-12(c)(1)(v) of the Treasury Regulations.

       

      A.1-1

      
        
          


      

       

      We undertake to advise you by telex if the above statement as to beneficial ownership is not correct on the date of delivery of the above-captioned Securities or on the
        interest payment date with respect to the above-captioned Securities, as the case may be, as to all of such Securities.

       

      We understand that this certificate may be required in connection with certain tax legislation in the United States. If administrative or legal
        proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings.

       

      
        Dated:_______________, 20___

        [To be dated on or after

        ___________________, 20___ (the 

          date determined as provided in the

          Indenture)]

         

        
          
            	 	[Name of Person Entitled to Receive Bearer Security
	 	or
	 	Interest]
	 	 
	

                  	
                    

                    

                  
	

                  	(Authorized Signatory)
	 	Name:
	

                  	
                    Title:

                  


          

        

      

      

      A.1-2