Form 8-K

8-K — Beacon Financial Corp

Accession: 0001104659-26-099244

Filed: 2026-08-20

Period: 2026-08-17

CIK: 0001108134

SIC: 6036 (SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2623534d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2623534d1_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2623534d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2623534d1_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2623534d1_ex5-1.htm)

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GRAPHIC (tm2623534d1_ex5-1img001.jpg)

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8-K — FORM 8-K

8-K (Primary)

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0001108134

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 17, 2026

BEACON FINANCIAL CORPORATION

(Exact name of registrant as specified in its

charter)

Delaware

001-15781

04-3510455

(State

or Other Jurisdiction of Incorporation)

(Commission

File Number)

(I.R.S.

Employer Identification No.)

131 Clarendon Street

Boston, Massachusetts 02116

(Address of Principal Executive Offices) (Zip Code)

(617) 425-4600

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value of $0.01 per share

BBT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry Into a Material Definitive Agreement.

Closing of the Offering

Pursuant to the Underwriting Agreement (as defined below), on August 20,

2026 (the “Closing Date”), Beacon Financial Corporation (the “Company”) completed the issuance and sale (the “Offering”)

of $175,000,000 aggregate principal amount of the Company’s 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the

“Notes”). The Notes were sold pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-294016) (the

“Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on March 4,

2026 and became effective automatically upon filing, a base prospectus included as part of the Registration Statement, a preliminary prospectus

supplement, dated August 17, 2026, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act, a pricing term sheet, dated

August 17, 2026, filed with the SEC as a free writing prospectus pursuant to Rule 433 under the Securities Act, and a final prospectus

supplement, dated August 17, 2026, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act.

The Notes have been issued under the Subordinated Indenture, dated

as of August 20, 2026 (the “Subordinated Indenture”), between the Company and U.S. Bank Trust Company, National Association,

as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of August 20, 2026 (the “First

Supplemental Indenture,” and, together with the Subordinated Indenture, the “Indenture”).

The Notes are the Company’s unsecured, subordinated obligations.

Unless earlier redeemed, the Notes will mature on September 1, 2036. From and including the date of issuance to, but excluding, September

1, 2031 or any earlier redemption date, the Notes will bear interest at a fixed annual interest rate equal to 6.25%, payable semi-annually

in arrears on each March 1 and September 1, commencing on March 1, 2027. From and including September 1, 2031 to,

but excluding, the maturity date or the date of earlier redemption, the interest rate will reset quarterly to an annual interest rate

equal to a benchmark rate (expected to be Three-Month Term SOFR) plus a spread of 215 basis points (2.15%), payable quarterly in arrears

on each March 1, June 1, September 1, and December 1, beginning on December 1, 2031.

The Notes are unsecured and rank subordinate and junior, to the extent

and in the manner set forth in the Indenture, in right of payment and upon liquidation to all of the Company’s existing and future

senior indebtedness, whether secured or unsecured. The Notes rank equally among themselves and with all of the Company’s other subordinated

unsecured indebtedness the terms of which provide that such indebtedness is not superior in right of payment to the Notes. The Notes are

intended to qualify (subject to applicable limitations) as Tier 2 capital under applicable capital regulations, guidance and interpretations

of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Notes rank senior in right of payment

and upon liquidation to the Company’s outstanding junior subordinated debentures underlying its outstanding trust preferred securities.

Because the Company is a holding company, the Notes are also effectively subordinated to all existing and future indebtedness, deposits

and other liabilities of the Bank and the Company’s other subsidiaries.

The Company may, at its option, beginning with the interest payment

date of September 1, 2031, and on any date thereafter, redeem the Notes, in whole at any time or in part from time to time, subject

to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve,

at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding,

the date of redemption.

The Company may also redeem the Notes at any time prior to their maturity,

including prior to September 1, 2031, in whole, but not in part, subject to obtaining the prior approval of the Federal Reserve to

the extent such approval is then required under the rules of the Federal Reserve, upon the occurrence of a “Tax Event” or

a “Tier 2 Capital Event,” as described in the Indenture, or upon the Company becoming required to register as an investment

company pursuant to the Investment Company Act of 1940, as amended, in each case at a redemption price equal to 100% of the principal

amount of the Notes plus accrued and unpaid interest to, but excluding, the date of redemption.

Payment of principal on the Notes may be accelerated in the case of

certain events of bankruptcy or insolvency involving the Company or Beacon Bank & Trust (the “Bank”). There is no automatic

acceleration or right of acceleration in the case of default in the payment of interest on the Notes or in the performance of any of the

other obligations under the Notes or the Indenture.

The foregoing summary of the terms of the Indenture and the Notes does

not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Subordinated Indenture, the First

Supplemental Indenture and the form of the Notes, which are included herewith as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated

herein by reference.

Underwriting Agreement

In connection with the Offering, on August 17, 2026, the Company

and the Bank entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods,

Inc. and Piper Sandler & Co., as representatives of the several underwriters named therein (the “Underwriters”), pursuant

to which, subject to the satisfaction of the conditions set forth therein, the Company agreed to sell, and the Underwriters agreed to

purchase, the Notes. The Company estimates that the net proceeds of the Offering were approximately $171.8 million, after deducting the

underwriting discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering,

together with cash on hand, if needed, to redeem the 2029 Notes (as defined below), plus accrued interest, and for general corporate purposes.

The Company made certain customary representations, warranties and

covenants in the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against

certain liabilities, including liabilities related to the Registration Statement, the preliminary prospectus supplement, the final prospectus

supplement and any free writing prospectus used by the Company.

The foregoing summary of the terms of the Underwriting Agreement does

not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is

included herewith as Exhibit 1.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference

into this Item 2.03.

Item 8.01. Other Events.

On August 14, 2026, the Company delivered a company order to the Trustee,

instructing the Trustee to deliver a redemption notice on August 14, 2026 (the “Redemption Notice”) to each holder of the

Company’s outstanding $75 million aggregate principal amount of 6.0% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2029

Notes”) assumed from Brookline Bancorp, Inc. (“Brookline”) in connection with the Company’s merger of equals with

Brookline that closed on September 1, 2025.

Pursuant to the terms of the 2029 Notes, on September 15, 2026 (the

“Redemption Date”), the Company will redeem the 2029 Notes in full at a redemption price of 100% of the principal amount plus

accrued and unpaid interest to, but excluding, the Redemption Date (the “Redemption Price”). Interest on the 2029 Notes will

cease to accrue on and after the Redemption Date, and no 2029 Notes will remain outstanding following the redemption.

Item 9.01. Financial Statements and Exhibits.

1.1

Underwriting Agreement, dated as of August 17, 2026, by and among Beacon Financial Corporation, Beacon Bank & Trust, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co., as representatives of the several underwriters named therein.

4.1

Subordinated Indenture, dated as of August 20, 2026, by and between Beacon Financial Corporation and U.S. Bank Trust Company, National Association.

4.2

First Supplemental Indenture, dated as of August 20, 2026, by and between Beacon Financial Corporation and U.S. Bank Trust Company, National Association.

4.3

Form of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (included in Exhibit 4.2).

5.1

Opinion of Covington & Burling LLP.

23.1

Consent of Covington & Burling LLP (included in Exhibit 5.1).

104

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BEACON FINANCIAL CORPORATION

By:

/s/ Carl M. Carlson

Carl M. Carlson

Chief Financial & Strategy Officer

Date:

August 20, 2026

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2623534d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution Version

$175,000,000

Beacon Financial Corporation

6.25% Fixed-to-Floating

Rate Subordinated Notes due September 1, 2036

UNDERWRITING AGREEMENT

August 17, 2026

KEEFE, BRUYETTE & WOODS, INC.

787 Seventh Avenue, 4th Floor

New York, New York 10019

PIPER SANDLER & CO.

1251 Avenue of the Americas,

6th Floor

New York, New York 10020

As Representatives of the Underwriters listed in Schedule

A hereto

Ladies and Gentlemen:

Beacon Financial

Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule

A hereto (the “Underwriters”), pursuant to the terms set forth in this Underwriting Agreement (this “Agreement”),

$175,000,000 aggregate principal amount of the Company’s 6.25% Fixed- to-Floating Rate Subordinated Notes due September 1, 2036

(the “Securities”). The Securities will be issued pursuant to an indenture (the “Base Indenture”),

between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented

by a first supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time (as defined below), between

the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

Keefe, Bruyette & Woods, Inc. (“KBW”) and Piper Sandler & Co. (“PS”) have agreed to act

as Representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering

and sale of the Securities. The Securities will be issued in book-entry only form to Cede & Co. as nominee of The Depository Trust

Company (“DTC”) pursuant to a blanket letter of representations, to be dated as of the Closing Time (as defined in

SECTION 2 hereof), between the Company and DTC.

To the extent there

are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as

Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires.

The Company has prepared

and filed with the United States Securities and Exchange Commission (the “Commission”) an “automatic shelf registration

statement,” as defined under Rule 405 (“Rule 405”) under the Securities Act of 1933, as amended (the “Securities

Act”), on Form S-3 (File No. 333-294016) covering the public offering and sale from time to time of certain securities of the

Company, including the Securities, under the Securities Act and the rules and regulations promulgated thereunder (the “Securities

Act Regulations”), which automatic shelf registration statement became effective upon filing with the Commission under Rule

462(e) of the Securities Act Regulations (“Rule 462(e)”). Such registration statement, as of any time, means such

registration statement as amended by any post-effective amendment thereto at such time, including the exhibits and any schedules thereto

at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3

under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities

Act Regulations (“Rule 430B”), is referred to herein as the “Registration Statement”; provided,

that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective

amendment thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective

date” of the Registration Statement with respect to the Securities within the meaning of Rule 430B(f)(2), including the exhibits

and schedules thereto as of such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant

to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule

430B. Each preliminary prospectus supplement and the base prospectus used in connection with the offering of the Securities, including

the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act

immediately prior to the Applicable Time (as defined below), are collectively referred to herein as a “preliminary prospectus.”

Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement

relating to the Securities in accordance with the provisions of Rule 424(b) of the Securities Act Regulations (“Rule 424(b)”).

The final prospectus supplement and the base prospectus, in the form first furnished to the Underwriters for use in connection with the

offering and sale of the Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant

to Item 12 of Form S-3 under the Securities Act immediately prior to the Applicable Time (as defined below), are collectively referred

to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary

prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto shall be deemed to include the

copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“EDGAR”).

As used in this Agreement:

“Applicable

Time” means 3:07 p.m., New York City time, on August 17, 2026, or such other time as agreed by the Company and the Representatives.

“Issuer

Free Writing Prospectus” means (a) the “Term Sheet” (as defined below) and (b) any “issuer free writing prospectus,”

as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), including, without limitation, any “free

writing prospectus” (as defined in Rule 405) relating to the Securities that is (i) required to be filed with the Commission by

the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required

to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a

description of the Securities or of the offering thereof that does not reflect the final terms, in each case in the form filed or required

to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule

433(g).

“Issuer

General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to

investors, as evidenced by its being specified in Schedule B hereto.

“Issuer

Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing

Prospectus.

“Pricing

Disclosure Package” means each Issuer General Use Free Writing Prospectus and the most recent preliminary prospectus furnished

to the Underwriters for general distribution to investors prior to the Applicable Time, all considered together.

“Significant

Subsidiary” means a Subsidiary that meets the requirements of a “significant subsidiary” as defined in Rule 1-02(w)

of Regulation S-X.

“Subsidiary”

means a subsidiary (as defined in Rule 405 under the Securities Act) of the Company.

“Term Sheet” means a pricing term sheet

substantially in the form of Schedule C hereto.

All references

in this Agreement to financial statements and schedules and other information which is “contained,” “included”

or “stated” (or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus

shall be deemed to include all such financial statements and schedules and other information incorporated or deemed to be incorporated

by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the Applicable

Time; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or

the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and the rules and regulations promulgated thereunder (the “Exchange Act Regulations”) incorporated

or deemed to be incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may

be, at or after the Applicable Time.

SECTION 1. Representations

and Warranties.

(a)          Representations

and Warranties by the Company. The Company represents and warrants to each Underwriter at the date hereof, the Applicable Time and

the Closing Time (as defined below), and agrees with each Underwriter, except as otherwise provided below, as follows:

(i)

Compliance of the Registration Statement, the Prospectus and Incorporated Documents. At the original effectiveness of the Registration

Statement and at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities

Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange

Act or form of prospectus), the Company met the requirements for use of Form S- 3 under the Securities Act. The Registration Statement

is an automatic shelf registration statement under Rule 405, and the offer and sale of the Securities is registered by the Company on

such automatic shelf registration statement. Each of the Registration Statement and any post- effective amendment thereto has become

effective under the Securities Act and the initial effective date of the Registration Statement is not more than three years before the

date of this Agreement. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto

has been issued under the Securities Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective

amendment thereto pursuant to Rule 401(g)(2) of the Securities Act Regulations (“Rule 401(g)(2)”) has been received

by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement

thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge,

contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Each of the Registration

Statement and any post-effective amendment thereto, at the time of its effectiveness, as of each deemed effective date with respect to

the Underwriters pursuant to Rule 430B(f)(2), and at the Closing Time, complied and will comply in all material respects with the requirements

of the Securities Act, the Securities Act Regulations, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”),

and the rules and regulations promulgated under the Trust Indenture Act. Each preliminary prospectus, the Prospectus and any amendment

or supplement thereto, at the time each was filed or is hereafter filed with the Commission and at the Closing Time complied and will

comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and are and will be identical

to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation

S-T.

The documents incorporated

or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when they

became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects

with the requirements of the Exchange Act and the Exchange Act Regulations.

(ii)

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective time and at

the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a

material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither

(A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the

Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit

to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date and at the Closing Time, included,

includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in

order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated

or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time

the Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when

read together with the other information in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case

may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be

stated therein or necessary to make the statements therein not misleading. There are no statutes, regulations, documents or contracts

of a character required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed

as an exhibit to the Registration Statement, which are not described or filed as required. There are no business relationships or related

person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration

Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.

The representations

and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or any amendment thereto

or the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with

written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of

this Agreement, the only information so furnished shall consist of the following: the discount information appearing in the Prospectus

under the heading “Underwriting” and information relating to stabilizing transactions, syndicate covering transactions and

penalty bids in the first paragraph under the heading “Underwriting – Price Stabilization, Short Positions” in each

of the preliminary prospectus and the Prospectus (collectively, the “Underwriter Information”).

(iii)  Issuer

Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration

Statement, any preliminary prospectus or the Prospectus, including any document incorporated by reference therein, that has not been

superseded or modified. If, at any time prior to or as of the Closing Time and following issuance of an Issuer Free Writing Prospectus,

there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict

with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished

immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading, (A) the Company has promptly notified or will promptly notify the Representatives thereof and (B) the Company has promptly

amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement

or omission. Any offer that is a written communication relating to the Securities made prior to the initial filing of the Registration

Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of paragraph (c) of Rule 163

of the Securities Act Regulations (“Rule 163”)) has been filed with the Commission in accordance with the exemption

provided by Rule 163 and otherwise complied with the requirements of Rule 163, including, without limitation, the legending requirement,

to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163.

(iv)  Well-Known

Seasoned Issuer. (A) At the original effectiveness of the Registration Statement, (B) at the time of the most recent amendment thereto

for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated

report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting

on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the

exemption of Rule 163   and (D) at the Applicable Time, the Company was and is a “well-known

seasoned issuer,” as defined in Rule 405.

(v)   Company

Not Ineligible Issuer. (A) At the time of filing the Registration Statement and any post-effective amendment thereto, (B) at the

earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)

of the Securities Act Regulations) of the Securities and (C) at the Applicable Time, the Company was not and is not an “ineligible

issuer,” as defined in Rule 405.  The Company has paid the registration fee for this offering pursuant to Rule 456(b)(1) under

the Securities Act or will pay such fee within the time period required by such rule (without giving effect to the proviso therein) and

in any event prior to the Closing Time.

(vi)

Independent Accountants. KPMG LLP, the accounting firm that certified the financial statements and supporting schedules

of the Company that are included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) is an independent

public accountant as required by the Securities Act, the Securities Act Regulations, the Exchange Act, the Exchange Act Regulations and

the Public Company Accounting Oversight Board (the “PCAOB”), (ii) is a registered public accounting firm, as defined

by the PCAOB, which has not had its registration superseded or revoked and which has not requested that such registration be withdrawn,

and (iii) with respect to the Company, is not and has not been in violation of the auditor independence requirements of the Sarbanes-Oxley

Act of 2002 (the “Sarbanes-Oxley Act”) and the rules and regulations of the Commission.

(vii) Financial

Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries included in the

Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply with

the requirements of the Securities Act and present fairly, in all material respects, the financial position of the Company and its consolidated

Subsidiaries (as defined below). The financial statements of the Company and its consolidated Subsidiaries (as defined below) have been

prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout

the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated

therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing Disclosure

Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis

consistent with that of the audited financial statements included or incorporated by reference therein. No other financial statements

or supporting schedules are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

The financial data set forth in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption

“Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited and unaudited

financial statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the Company’s

knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed

to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of,

or audited, the financial statements, supporting schedules or other financial data incorporated by reference in the Registration Statement,

the Pricing Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus,

Pricing Disclosure Package, the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by

the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10(e)

of Regulation S-K under the Securities Act, as applicable. The interactive data in eXtensible Business Reporting Language incorporated

by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus is updated as necessary to comply with

the requirements of the Securities Act and the Commission’s rules and guidelines applicable thereto and present fairly, in all

material respects, the consolidated financial position, results of operations and changes in financial position of the Company and its

consolidated subsidiaries on the basis stated in the Registration Statement at the respective dates or for the respective periods to

which they apply.

(viii) No Material

Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Pricing

Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse effect, or any development

that could reasonably be expected to result in a material adverse effect, (i) on the general affairs, condition (financial or otherwise),

business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results of operations,

of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (ii) in

the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each

of (i) and (ii) a “Material Adverse Effect”), (B) there has not been any change in the capital stock, other than

as a result of the vesting or forfeiture of awards under the Company’s equity incentive plans, or any change in the short-term

debt or long-term debt of the Company or any of the Subsidiaries, other than any advances from the Federal Home Loan Bank of Boston or

borrowings from the Federal Reserve (defined below), (C) there have been no transactions entered into by, and no obligations or liabilities,

contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which

are material to the Company and the Subsidiaries, considered as one enterprise, (D) the Company has not purchased any of its outstanding

capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital

stock other than regular quarterly cash dividends paid on the Company’s common stock or (E) there has been no material loss or

interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or

from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in

the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(ix)

Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing

under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct

its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and to enter into and perform

its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good

standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property

or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect.

(x)

Good Standing of Certain Subsidiaries. Beacon Bank & Trust (the “Bank”) is a trust company chartered

under the laws of the Commonwealth of Massachusetts and the charter of the Bank is in full force and effect. The Bank is the only depositary

institution subsidiary of the Company. Each Significant Subsidiary has been duly organized and is validly existing as a corporation or

other organization in good standing under the laws of the jurisdiction of its incorporation, formation or organization, has the requisite

corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in

the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other

business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by

reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing

would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement,

the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Significant Subsidiary has

been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiaries,

free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital

stock of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant

Subsidiary arising by operation of law, or under the articles of incorporation, bylaws, regulations or other organizational documents

of the Company or any Significant Subsidiary or under any agreement to which the Company or any Significant Subsidiary is a party. Except

for the Subsidiaries, the Company does not own beneficially, directly or indirectly, more than five percent (5%) of any class of equity

securities or similar interests in any corporation, business trust, association or similar organization, and is not, directly or indirectly,

a partner in any partnership or party to any joint venture. The only Significant Subsidiaries of the Company are those listed on Schedule

D hereto.

(xi)

Capitalization. The authorized, issued and outstanding capital stock of the Company and consolidated long-term debt (i.e., a maturity

greater than one year) as of June 30, 2026, is as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus

in the column entitled “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any,

pursuant to employee benefit plans referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus or pursuant

to the exercise of convertible securities or options referred to in the Registration Statement, the Pricing Disclosure Package and the

Prospectus). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully

paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive rights,

rights of first refusal or other similar rights of any securityholder of the Company arising by operation of law, or under the articles

of incorporation, bylaws, regulations or other organizational documents of the Company or under any agreement to which the Company is

a party. There have been no long-term borrowings by the Company or its consolidated Subsidiaries since such date.

(xii)

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform

its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of

this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has

been duly authorized, executed and delivered by the Company.

(xiii)

Securities Offerings. All offers and sales of the Company’s capital stock and debt or other securities prior to the date

hereof were made in compliance with or were the subject of an available exemption from the Securities Act and the Securities Act Regulations

and all other applicable state and federal laws or regulations, or any actions under the Securities Act and the Securities Act Regulations

or any state or federal laws or regulations in respect of any such offers or sales are effectively barred by effective waivers or statutes

of limitation.

(xiv)

Authorization; Validity and Enforceability of Indenture and Securities. The Indenture will be duly authorized, executed and delivered

by the Company and, assuming the due authorization, execution and delivery of the Indenture by the Trustee, the Indenture will constitute

a valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent

that enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws

now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether

enforceability is considered in a proceeding at law or in equity). The Indenture at the Closing Time will be duly qualified under the

Trust Indenture Act. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale

to the Underwriters pursuant to this Agreement and, at Closing, will have been duly executed by the Company, and when authenticated and

delivered by the Trustee in the manner provided for in the Indenture, and issued and delivered by the Company pursuant to this Agreement

against payment of the consideration set forth herein, will constitute valid, legal and binding obligations of the Company, enforceable

against the Company in accordance with their terms, except to the extent that enforceability may be limited by (a) bankruptcy, insolvency,

reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights

generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

The Securities will be in the form contemplated by, and will be

entitled to the benefits of, the Indenture. The description of the Indenture contained in the Registration Statement, the Pricing Disclosure

Package and the Prospectus conforms in all material respects to the Indenture.

(xv)

Registration Rights. Except as publicly disclosed in the Company’s filings with the Commission, there are no contracts,

agreements or understandings granting any person registration rights or other similar rights to have any securities registered for resale

pursuant to the Registration Statement or otherwise registered for resale or sold by the Company under the Securities Act by reason of

filing of the Registration Statement with the Commission or by reason of the sale of the Securities by the Company pursuant to this Agreement.

(xvi)

Summaries of Legal Matters. The statements set forth in the Registration Statement, the Pricing Disclosure Package and

the Prospectus under the captions “Description of Subordinated Notes” and “ERISA Considerations” and under the

captions “Supervision and Regulation” and “Legal Proceedings” in the Company’s Annual Report on Form 10-K

for the year ended December 31, 2025, insofar as they purport to describe legal matters or provisions of the laws and regulations or

documents referred to therein, are accurate, complete and fair in all material respects; and the statements set forth in the Pricing

Disclosure Package and the Prospectus under the caption “Certain U.S. Federal Income Tax Consequences,” insofar as they purport

to summarize certain federal income tax laws of the United States, constitute a fair summary of the principal U.S. federal income tax

consequences of an investment in the Securities.

(xvii)

Absence of Defaults and Conflicts. The Company is not in violation of its Articles of Incorporation, as amended (the “Charter”),

or Bylaws, as amended (the “Bylaws”); none of the Subsidiaries is in violation of its charter, bylaws or other organizational

documents and neither the Company nor any of its Subsidiaries is in default in the performance or observance of any obligation, agreement,

covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement

or instrument to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any

of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”),

or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory

authority, except for such violations or defaults that could not, singly or in the aggregate, reasonably be expected to result in a Material

Adverse Effect; and the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions

contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Securities and the use of

the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance

by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether

with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event

(as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the

Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges

or encumbrances that could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will

such action result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational

document of any Subsidiary; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment,

order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company

or any Subsidiary or any of their assets, properties or operations (except for such violations that could not, singly or in the aggregate,

reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event

or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s

behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

(xviii) NYSE

Compliance. The Company is in compliance in all material respects with the requirements of The New York Stock Exchange (“NYSE”)

for continued listing of the Company’s common stock, no par value per share (the “Common Stock”), thereon. The

Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the

Exchange Act or the listing of the Common Stock on NYSE, nor has the Company received any notification that the Commission or NYSE is

contemplating terminating such registration or listing. The transactions contemplated by this Agreement will not contravene the rules

or regulations of NYSE.

(xix) Absence

of Labor Dispute. No labor dispute with the employees of the Company or any Subsidiary exists or, to the Company’s knowledge,

is imminent which would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company is not

aware of any existing or imminent labor disturbance by the employees of the Company or any of its or any Subsidiary’s principal

suppliers, vendors, customers or contractors, which, in either case, could, singly or in the aggregate, reasonably be expected to result

in a Material Adverse Effect. Neither the Company nor any of the Significant Subsidiaries is engaged in any unfair labor practice; except

for matters which would not, individually or in the aggregate, have a Material Adverse Effect, (A) there is (1) no unfair labor practice

complaint pending or, to the Company’s knowledge, threatened against the Company or any of the Significant Subsidiaries before

the National Labor Relations Board or any similar domestic or foreign body, and no grievance or arbitration proceeding arising out of

or under collective bargaining agreements is pending or, to the Company’s knowledge, threatened, (2) no strike, labor dispute,

slowdown or stoppage pending or, to the Company’s knowledge, threatened against the Company or any of the Significant Subsidiaries

and (3) no union representation dispute currently existing concerning the employees of the Company or any of the Significant Subsidiaries,

(B) to the Company’s knowledge, no union organizing activities are currently taking place concerning the employees of the Company

or any of the Significant Subsidiaries and (C) there has been no violation of any federal, state, local or foreign law relating to discrimination

in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision of the Employee Retirement Income Security

Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”) or any

similar domestic or foreign law or the rules and regulations promulgated thereunder concerning the employees of the Company or any of

the Significant Subsidiaries.

(xx)

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental

agency or body, domestic or foreign, now pending, or, to the Company’s knowledge, threatened, against or affecting the Company

or any Subsidiary, which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which, if determined

adversely to the Company or any Subsidiary, individually or in the aggregate, would result in a Material Adverse Effect, or which would

materially and adversely affect (i) the properties or assets thereof, or (ii) the consummation of the transactions contemplated by the

Indenture and this Agreement or the performance by the Company of its obligations hereunder and thereunder, nor, to the Company’s

knowledge, is there any basis for any such action, suit, inquiry, proceeding or investigation; the aggregate of all pending legal or

governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective property or assets is

the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business,

if determined adversely to the Company or any Subsidiary, individually or in the aggregate, would not result in a Material Adverse Effect.

(xxi)

Bank Holding Company Act. The Company has been duly registered as, and meets in all material respects the applicable requirements

for qualification as, a bank holding company and has elected to be treated as a financial holding company under the applicable provisions

of the Bank Holding Company Act of 1956, as amended. The activities of the Subsidiaries are permitted of subsidiaries of a financial

holding company under applicable law and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal

Reserve”) set forth in Title 12 of the Code of Federal Regulations.

(xxii) Compliance

with Bank Regulatory Authorities. The Company and the Bank are in compliance in all material respects with all applicable laws, rules

and regulations (including, without limitation, all applicable regulations and orders) of, or agreements with, the Federal Reserve, the

Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau (the “CFPB”) and the Massachusetts

Division of Banks, as applicable (collectively, the “Bank Regulatory Authorities”), the Equal Credit Opportunity Act,

the Fair Housing Act, the Truth in Lending Act, the Community Reinvestment Act (the “CRA”), the Home Mortgage Disclosure

Act, the Bank Secrecy Act and Title III of the USA Patriot Act, to the extent such laws or regulations apply to the Company or the Bank,

as applicable. The Company and the Bank have no knowledge of any facts and circumstances, and have no reason to believe that any facts

or circumstances exist, that could cause the Bank (A) to be deemed not to be in satisfactory compliance with the CRA and the regulations

promulgated thereunder or to be assigned a CRA rating by federal or state banking regulators of lower than “satisfactory,”

or (B) to be deemed to be operating in violation, in any material respect, of the Bank Secrecy Act of 1970 (formally, the Currency and

Foreign Transactions Reporting Act) as amended by the USA Patriot Act (formally, the Uniting and Strengthening America by Providing Appropriate

Tools Required to Intercept and Obstruct Terrorism Act of 2001) or any order issued with respect to the Anti-Money Laundering Laws (as

defined below). As of most recent quarter end, each of the Company and the Bank met or exceeded the standards necessary to be considered

“well capitalized” under the FDIC’s regulatory framework for prompt corrective action. The Bank has a Community Reinvestment

Act rating of at least “Satisfactory.” The Bank has been duly chartered, is validly existing under the laws of the Commonwealth

of Massachusetts and holds the requisite authority to do business as a state-chartered trust company with banking powers under the laws

of the Commonwealth of Massachusetts. The Bank is the only depository institution subsidiary of the Company and the Bank is a member

in good standing of the Federal Home Loan Bank System and of the Federal Reserve System. The activities of the Bank are permitted under

the laws and regulations of Commonwealth of Massachusetts. Since December 31, 2025, the Company, the Bank and each of its subsidiaries

have filed all material reports, registrations and statements, together with any required amendments thereto, that it was required to

file with the Federal Reserve, the FDIC, and any other applicable federal or state banking authorities. All such reports and statements

filed with any such regulatory body or authority are collectively referred to herein as the “Company Reports.” As

of their respective dates, the Company Reports complied as to form in all material respects with all the rules and regulations promulgated

by the Federal Reserve, FDIC and any other applicable federal or state banking authorities, as the case may be. Except as disclosed in

the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of the Company, the Bank nor any of their respective

subsidiaries is a party or subject to any formal or informal agreement, memorandum of understanding, consent decree, directive, cease-and-desist

order, order of prohibition or suspension, written commitment, supervisory agreement or other written statement as described under 12

U.S.C. 1818(u) with, or order issued by, or has adopted any board resolutions at the request of, the Federal Reserve, the FDIC, the CFPB

or any other bank regulatory authority that (i) restricts materially the conduct of its business, or in any manner relates to its capital

adequacy, its credit policies or its management, nor have any of them been advised by any Bank Regulatory Authority that it is contemplating

issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum

of understanding, extraordinary supervisory letter, commitment letter or similar submission, or any such board resolutions or that imposes

any restrictions or requirements not generally applicable to bank holding companies or commercial banks, and is required to be disclosed

in the Registration Statement or Prospectus pursuant to the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange

Act Regulations but is not so disclosed. There is no unresolved violation, criticism or exception by any Bank Regulatory Authority with

respect to any examination of the Company, the Bank or any of the Company’s other Subsidiaries, which could reasonably be expected

to result in a Material Adverse Effect.

(xxiii)

Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement,

the Pricing Disclosure Package, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto

which have not been so described and filed as required.

(xxiv)  Absence

of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree

of, any court or governmental agency or body is necessary or required for the performance by the Company of its obligations under this

Agreement in connection with the offering, issuance or sale of the Securities or the consummation of the transactions contemplated in

this Agreement prior to the Closing Time, except such as have been already obtained or as may be required under the Securities Act, the

Securities Act Regulations, the rules of NYSE, the securities laws of any state or non-U.S. jurisdiction or the rules of the Financial

Industry Regulatory Authority, Inc. (“FINRA”).

(xxv) Possession

of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, approvals, registrations, memberships,

consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state,

local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to possess

any such Governmental License would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,

and the Company and its Subsidiaries are in compliance with the terms and conditions of all such Governmental License, except where the

failure to possess such Governmental License or to so comply would not, singly or in the aggregate, have a Material Adverse Effect and

no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination of any such Governmental License

or result in any other material impairment of the rights of any such Governmental License; all of the Governmental Licenses are valid

and in full force and effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to

the revocation or modification of any such Governmental License, which, individually or in the aggregate, if the subject of an unfavorable

decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries

has failed to file with applicable regulatory authorities any material statement, report, information or form required by any applicable

law, regulation or order, all such filings were in material compliance with applicable laws when filed and no material deficiencies have

been asserted by any regulatory commission, agency or authority with respect to any such filings or submissions, except where the failure

to so file or comply, or any such asserted deficiencies, would not reasonably be expected, individually or in the aggregate, to have

a Material Adverse Effect.

(xxvi) Title

to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by the Company

and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens,

security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement,

the Pricing Disclosure Package and the Prospectus or (B) do not materially affect the value of such property and do not interfere in

any material respect with the use made and proposed to be made of such property by the Company or any Subsidiary. Except as would not,

singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, all of the leases and subleases under which

the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package and the

Prospectus, are in full force and effect and are held under valid, subsisting and enforceable leases, and neither the Company nor any

Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company

or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such

Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

(xxvii) Possession

of Intellectual Property. The Company and its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents,

patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary

or confidential information, systems or procedures and excluding generally commercially available “off the shelf” software

programs licensed pursuant to shrink wrap or “click and accept” licenses), systems, technology, trademarks, service marks,

trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business

now operated by them. Neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement

or misappropriation of or conflict with asserted rights of others with respect to any material Intellectual Property or of any facts

or circumstances which could render any material Intellectual Property invalid or inadequate to protect the interest of the Company or

any of its Subsidiaries therein.

(xxviii) Environmental

Laws. Except as described in the Registration Statement and except as would not, singly or in the aggregate, result in a Material

Adverse Effect, (A) neither the Company nor any of its Subsidiaries is in violation of any federal, state, local or foreign statute,

law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including

any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment

(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without

limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic

substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous

Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous

Materials (collectively, “Environmental Laws”), (B) the Company and its Subsidiaries have all permits, authorizations

and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending

or, to the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims,

liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any

of its Subsidiaries, (D) to the Company’s knowledge, there are no events or circumstances that would reasonably be expected to

result in forming the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental

body or agency, against or affecting the Company or any of its Subsidiaries relating to Hazardous Materials or any Environmental Laws,

and (E) none of the Company or any of its Subsidiaries anticipate material capital expenditures relating to Environmental Laws.

(xxix) ERISA.

Each employee benefit plan, within the meaning of Section 3(3) of ERISA, that is maintained, administered or contributed to by the Company

or any Subsidiary or any member of the Company’s “control group” (within the meaning of Section 414 of the Internal

Revenue Code of 1986, as amended (the “Code”)) for employees or former employees of the Company and its affiliates

(“Plan”) has been maintained in material compliance with its terms and the requirements of any applicable statutes,

orders, rules and regulations, including, but not limited to, ERISA and the Code. No “prohibited transaction,” within the

meaning of Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any such Plan excluding transactions effected

pursuant to a statutory or administrative exemption. No “reportable event” (as defined under ERISA) for which the 30-day

notice period has not been waived has occurred or is reasonably expected to occur with respect to any “employee benefit plan”

established or maintained by the Company, the Subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” (as

defined under ERISA) established or maintained by the Company, the Subsidiaries or any of their ERISA Affiliates, if such employee benefit

plan were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company,

the Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (A) Title IV of ERISA

with respect to termination of, or withdrawal from, any “employee benefit plan,” or (B) Sections 412, 4971, 4975 or 4980B

of the Code. Each employee benefit plan established or maintained by the Company, the Subsidiaries or any of their ERISA Affiliates that

is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, nothing has occurred,

whether by action or failure to act, which could cause the loss of such qualification. With respect to each employee benefit plan established

or maintained by the Company, the Subsidiaries or any of their ERISA Affiliates subject to Title IV of ERISA, the minimum funding standard

of Section 302 of ERISA or Section 412 of the Code, as applicable, has been satisfied (without taking into account any waiver thereof

or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver

thereof or extension of any amortization period) and the fair market value of the assets under each Plan exceeds the present value of

all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan). There is no pending audit or investigation

by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency

or any foreign agency with respect to any Plan. “ERISA Affiliate” means, with respect to the Company or a Subsidiary, any

member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code or Section 400(b) of ERISA of which the

Company or such Subsidiary is a member.

(xxx) Internal

Control Over Financial Reporting. The Company and each of its Subsidiaries maintain a system of internal control over financial reporting

(as such term is defined in Rule 13a-15(f) of the Exchange Act Regulations) that complies with the requirements of the Exchange Act and

the Exchange Act Regulations and has been designed by the Company’s principal executive officer and principal financial officer

and is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles, including that (A) transactions are executed in accordance

with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s

general or specific authorization; (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals

and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language

included or incorporated by reference in the Registration Statement is accurate and fairly presents the information called for in all

material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The systems

of internal control over financial reporting of the Company and its Subsidiaries are overseen by the Audit Committee of the Board of

Directors of the Company in accordance with NYSE rules and regulations. Except as described in the Registration Statement, the Pricing

Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, (i) there has been no material

weakness in the Company’s internal control over financial reporting (whether or not remediated), (ii) there has been no change

in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially

affect, the Company’s internal control over financial reporting and (iii) the Company has not been advised of (a) any significant

deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company or any Subsidiary

to record, process, summarize and report financial data, or any material weakness in internal controls, or (b) any fraud, whether or

not material, that involves management or other employees who have a significant role in the internal controls of the Company and each

of the Subsidiaries.

(xxxi) Disclosure

Controls and Procedures. The Company and its Subsidiaries employ disclosure controls and procedures (as such term is defined in

Rule 13a-15 of the Exchange Act Regulations), which (A) are designed to ensure that information required to be disclosed by the Company

in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the Commission’s rules and forms and that material information relating to the Company and its Subsidiaries is made

known to the Company’s principal executive officer and principal financial officer by others within the Company and its Subsidiaries

to allow timely decisions regarding disclosure, (B) have been evaluated by management of the Company for effectiveness as of the end

of the Company’s most recent fiscal quarter, and (C) were then effective in all material respects to perform the functions for

which they were established. Based on the evaluation of the Company’s and each Subsidiary’s disclosure controls and procedures

described above, the Company is not aware of (1) any significant deficiency in the design or operation of internal controls which could

adversely affect the Company’s or its Subsidiaries’ ability to record, process, summarize and report financial data or any

material weakness in internal controls or (2) any fraud, whether or not material, that involves management or other employees who have

a significant role in the Company’s or its Subsidiaries’ internal controls. Since the most recent evaluation of the Company’s

disclosure controls and procedures described above, there have been no changes in internal controls or in other factors that could significantly

affect internal controls. Within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit

Committee or the Board of Directors a material weakness, change in internal control over financial reporting or fraud involving management

or other employees who have a significant role in internal control over financial reporting, any violation of, or failure to comply with,

the Sarbanes-Oxley Act or the Exchange Act, or any matter related to internal control over financial reporting which, if determined adversely,

would result in a Material Adverse Effect.

(xxxii) Compliance

with the Sarbanes-Oxley Act. There is and has been no material failure on the part of the Company or any of the Company’s

directors or officers, in their capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act and the rules and

regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(xxxiii)Pending

Procedures and Examinations. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d)

or 8(e) of the Securities Act, and the Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection

with the offering of the Securities.

(xxxiv) Payment

of Taxes. All United States federal income tax returns of the Company and the Subsidiaries required by law to be filed have been

timely filed and all material taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments

against which have been or will be promptly contested in good faith and as to which adequate reserves have been provided in the Company’s

financials in accordance with GAAP. The Company and the Subsidiaries have filed all other tax returns that are required to have been

filed by them pursuant to applicable foreign, state, local or other law, except insofar as the failure to file such returns, individually

or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and have paid all material taxes due pursuant

to such returns or pursuant to any assessment received by the Company or any Subsidiary except for such taxes, if any, as are being contested

in good faith and as to which adequate reserves have been provided. The charges, accruals and reserves on the books of the Company and

the Subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any

assessments or re-assessments for additional income tax for any years not finally determined. Except as otherwise disclosed in the Registration

Statement, the Pricing Disclosure Package and the Prospectus, there is no material tax deficiency that has been or would reasonably be

expected to be asserted against the Company or any of its Subsidiaries or any of their respective properties or assets.

(xxxv) Insurance.

The Company and each Subsidiary is insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary in the businesses in which they are engaged including, but not limited to, policies covering real

and personal property owned or leased by the Company and each Subsidiary against theft, damage, destruction, acts of vandalism and earthquakes;

neither the Company nor any of its Subsidiaries has been refused any insurance coverage sought or applied for; and the Company has no

reason to believe that it or any Subsidiary will not be able to renew their existing insurance coverage as and when such coverage expires

or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably

be expected to have a Material Adverse Effect. All such insurance is fully in force as of the date hereof. The Company and each of its

Subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no material claims

by the Company or any of its Subsidiaries under any such policy or instrument as to which any insurance company is denying liability

or defending under a reservation of rights clause.

(xxxvi) Investment

Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the

net proceeds therefrom as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus will not be, an

“investment company” or an entity “controlled” by an “investment company” as such terms are defined

in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(xxxvii)

Absence of Manipulation. Neither the Company nor any of the Subsidiaries, nor any affiliates of the Company or its Subsidiaries,

has taken, directly, or indirectly, and neither the Company nor any of the Subsidiaries, nor any affiliates of the Company or its Subsidiaries,

will take, directly or indirectly, any action intended to cause or result in, or which constitutes or would reasonably be expected to

constitute, the stabilization or manipulation of the price of any security of the Company or any “reference security” (as

defined in Rule 100 of Regulation M under the Exchange Act) to facilitate the sale or resale of the Securities or otherwise, and has

taken no action which would directly or indirectly violate Regulation M under the Exchange Act.

(xxxviii)

Foreign Corrupt Practices Act. None of the Company, any of its Subsidiaries or, to the Company’s knowledge, any director,

officer, agent or employee of the Company or any of its Subsidiaries, any of the respective affiliates of the Company or any of its Subsidiaries

or any other person associated with or acting on behalf of the Company or any of its Subsidiaries or their respective affiliates acting

in his or her capacity as such has (A) used any funds of the Company or any of its Subsidiaries for any unlawful contribution, gift,

entertainment or other unlawful expense relating to political activity; (B) made or taken an act in furtherance of an offer, payment,

promise or authorization of any direct or indirect unlawful payment or giving of money, property, gifts or anything else of value, directly

or indirectly, to any foreign or domestic government official (including any officer or employee of a government or government-owned

or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any

of the foregoing, or any political party or party official or candidate for public office) from funds of the Company or any of its Subsidiaries;

or any applicable law or regulations implementing the Organization for Economic Co-operation and Development Convention on Combating

Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act 2010 of the

United Kingdom, or any other applicable anti-bribery or anti-corruption statute or regulation; or (D) made, offered, agreed, requested

or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit

in violation of any applicable law, rule or regulation. The Company and its Subsidiaries and their respective affiliates have conducted

their businesses in compliance with the FCPA and all other applicable anti-bribery and anti-corruption laws and have instituted and maintain

policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(xxxix) Anti-

Money Laundering Laws. The operations of the Company and its Subsidiaries and, to the Company’s knowledge, their respective

affiliates, are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements

of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the applicable anti-money laundering statutes of all

jurisdictions where the Company and its Subsidiaries and their respective affiliates conduct business, the rules and regulations thereunder

and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or body (collectively,

the “Anti-Money Laundering Laws”); and no action, suit or proceeding by or before any court, governmental agency or

body involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Company’s

knowledge, threatened. The Company and its Subsidiaries and, to the Company’s knowledge, their respective affiliates, have conducted

their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies

and procedures designed to promote and achieve compliance with such laws.

(xl) OFAC.

Since December 31, 2025, none of the Company, any of the Subsidiaries or any officer or director of either the Company or any Subsidiary,

nor, to the Company’s knowledge, after due inquiry, any agent, employee, affiliate or person acting on behalf of the Company or

any of the Subsidiaries is or has been (A) engaged in any services (including financial services), transfers of goods, software, or technology,

or any other business activity related to (i) Cuba, Iran, North Korea, the Crimea Region of Ukraine, the so-called Donetsk People’s

Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order

14065 (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”), (ii) the government

of any Sanctioned Country, (iii) any person, entity or organization located in, resident in, formed under the laws of, or owned or controlled

by the government of, any Sanctioned Country, or (iv) any person, entity or organization made subject of any sanctions administered or

enforced by the United States Government, including, without limitation, the list of Specially Designated Nationals (“SDN List”)

of the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or by the United Nations Security

Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”)

and the Company will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such

proceeds to any Subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of or

business with any person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC or

in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter,

advisor, investor or otherwise) of U.S. sanctions administered by OFAC; (B) engaged in any transfers of goods, technologies or services

(including financial services) that may assist the governments of Sanctioned Countries or facilitate money laundering or other activities

proscribed by United States laws, rules or regulations; (C) is a person, entity or organization currently the subject of any applicable

Sanctions; or (D) located, organized or resident in any Sanctioned Country.

(xli) Relationship.

No relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries, on the one hand, and the directors,

officers, shareholders, customers or suppliers of the Company or any of its Subsidiaries, on the other, that is required by the Securities

Act or Securities Act Regulations to be described in the Registration Statement and/or the Prospectus and that is not so described.

(xlii) Lending

Relationship. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company (A)

does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and (B) does not intend

to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.

(xliii) No Restrictions

on Subsidiaries. Except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package or the

Prospectus, no Subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to

which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s

capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such

Subsidiary’s properties or assets to the Company or any other Subsidiary of the Company.

(xliv) Statistical

and Market-Related Data. The statistical and market-related data contained in the Registration Statement, the Pricing Disclosure

Package and the Prospectus comply in all material respects with the requirements of Subpart 1400 of Regulation S-K (where applicable)

and are based on or derived from sources which the Company believes are reliable and accurate, and the Company has obtained the written

consent to the use of such data from such sources to the extent required.

(xlv) Distribution

of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time

and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and

sale of the Securities other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package,

the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Schedule B hereto

or any electronic road show or other written communications reviewed and consented to by the Representatives and listed on Schedule B

hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication,

when taken together with the Pricing Disclosure Package, did not, and at the Closing Time will not, contain any untrue statement of a

material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under

which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Company Additional

Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives

specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the

Representatives consists of the Underwriter Information.

(xlvi) Forward-

Looking Statements. Each financial or operational projection or other “forward- looking statement” (as defined by Section

27A of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Pricing Disclosure Package

and the Prospectus (A) was so included by the Company in good faith and with reasonable basis after due consideration by the Company

of the underlying assumptions, estimates and other applicable facts and circumstances, and (B) is accompanied by meaningful cautionary

statements identifying those factors that could cause actual results to differ materially from those in such forward-looking statement.

No such statement was made with the knowledge of an executive officer or director of the Company that it was false or misleading.

(xlvii) No Fees

or Advisory Rights. Other than as contemplated by this Agreement, there is no broker, finder or other party that is entitled to receive

from the Company or any Subsidiary any brokerage or finder’s fee or any other fee, commission or payment as a result of the transactions

contemplated by this Agreement. No person has the right to act as a financial advisor to the Company in connection with the offer and

sale of the Securities.

(xlviii) Deposit

Insurance. The deposit accounts of the Bank are insured by the FDIC up to applicable legal limits, the Bank has paid all premiums

and assessments required by the FDIC and the regulations thereunder, and no proceeding for the termination or revocation of such insurance

is pending or, to the Company’s knowledge, threatened.

(xlix) Derivative

Instruments. Any and all material swaps, caps, floors, futures, forward contracts, option agreements (other than options issued under

the Company’s shareholder-approved benefit plans) and other derivative financial instruments, contracts or arrangements, whether

entered into for the account of the Company or one of its Subsidiaries or for the account of a customer of the Company or one of its

Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable laws, rules, regulations and policies

of all applicable regulatory agencies and with counterparties believed by the Company to be financially responsible. The Company and

each of its Subsidiaries have duly performed in all material respects all of their obligations thereunder to the extent that such obligations

to perform have accrued, and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder

except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l)   Off-Balance Sheet Transactions. There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries

and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing

Disclosure Package and the Prospectus (other than as disclosed therein).

(li)   Margin

Rules. The application of the proceeds received by the Company from the issuance, sale and delivery of the Securities as described

in the Registration Statement, the Pricing Disclosure Package and the Prospectus will not violate margin lending regulations applicable

to the Company.

(lii)  Cybersecurity.

(A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the

Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases

(including the data and information of their respective customers, employees, suppliers, vendors and any third-party data maintained,

processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company

and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”)), except for those that have been

remediated without material cost or liability or duty to notify any other person; (B) neither the Company nor its Subsidiaries have been

notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized

access or disclosure or other compromise to their IT Systems and Data, except for those that have been remedied without material cost

or liability or duty to notify any other person; and (C) the Company and its Subsidiaries have implemented appropriate controls, policies,

procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their

IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The

Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules

and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating

to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation

or modification.

(b)           The

Bank represents and warrants to each Underwriter at the date hereof, the Applicable Time, the Closing Time and any Date of Delivery,

and agrees with each Underwriter, as follows:

(i)

The Bank has been duly chartered and is validly existing as a state-chartered trust company in good standing under the laws of the Commonwealth

of Massachusetts, and has been duly qualified as a foreign bank for the transaction of business and is in good standing under the laws

of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification or is subject

to no material liability or disability by reason of the failure to be so qualified in any such other jurisdiction;

(ii)

Neither the Bank nor any of its subsidiaries that is a Significant Subsidiary is (A) in violation of its articles or certificate

of incorporation, bylaws or other organizational or governing documents, (B) in default in the performance or observance of any obligation,

agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other

agreement or instrument to which the Bank or any of its subsidiaries that is a Significant Subsidiary is a party or by which any of them

is bound or to which any of the property or assets of the Bank or any of its subsidiaries that is a Significant Subsidiary is subject

(collectively, the “Bank Instruments”) or (C) in violation of any statute, law, rule, regulation, order, decree of

any court or governmental agency or body having jurisdiction over the Bank or any of its subsidiaries; in the case of clauses (B) and

(C), except for defaults or violations that could not, singly or in the aggregate, reasonably be expected to result in a material adverse

effect (i) on the general affairs, condition (financial or otherwise), business, properties, prospects, management, financial position,

shareholders’ equity, assets, liabilities or results of operations, of the Bank and its subsidiaries considered as one enterprise,

whether or not arising in the ordinary course of business or (ii) in the ability of the Bank to perform its obligations under this Agreement

(each of (i) and (ii) a “Bank MAE”); and

(iii)

The execution, delivery and performance of this Agreement by the Bank, compliance by the Bank with all of the provisions of this

Agreement and the consummation of the transactions herein contemplated do not and will not contravene, conflict with, or result in a

breach or violation of any of the terms or provisions of, or constitute a default under, any Bank Instrument, nor does or will any such

action contravene, conflict with or result in a breach or violation of any of the terms or provisions of the articles of organization

or bylaws of the Bank or any statute, order, law, rule, regulation or decree of any court or governmental agency or body having jurisdiction

over the Bank or any of its subsidiaries or any of their properties, except for contraventions, conflicts, breaches or violations of

any Bank Instrument or violations of statutes, orders, laws, rules, regulations or decrees that could not, singly or in the aggregate,

reasonably be expected to result in a Bank MAE.

(iv)

This Agreement has been duly authorized, executed and delivered by the Bank.

Certificates. Any certificate signed by any officer of the Company or any of its Subsidiaries delivered to the Representatives or

to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered

thereby.

SECTION 2. Sale

and Delivery to Underwriters: Closing.

(a)

Sale of Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions

herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not

jointly, agrees to purchase from the Company, the aggregate principal amount of Securities set forth in Schedule A opposite the

name of such Underwriter, at a purchase price equal to 98.75% of the aggregate principal amount thereof.

(b)

Payment. Payment of the purchase price for, and delivery of the Securities shall be made at the offices of Covington & Burling,

LLP, One International Place, Suite 1020, Boston, Massachusetts 02110, or at such other place as shall be agreed upon by the Representatives

and the Company, at 9:00 a.m. (New York City time) on August 20, 2026 (unless postponed in accordance with the provisions of SECTION

11), or such other time not later than 10 business days after such date as shall be agreed upon by the Representatives and the Company

(such time and date of payment and delivery being herein called “Closing Time”).

Payment shall be made to

the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of the Securities

(in the form of one or more global notes), through the facilities of The Depository Trust Company (“DTC”), to the

Representatives for the respective accounts of the Underwriters. It is understood that each Underwriter has authorized the Representatives,

for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to

purchase. The Representatives, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make

payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing

Time, but such payment shall not relieve such Underwriter from its obligations hereunder.

SECTION

3. Covenants of the Company. The Company covenants with each Underwriter as follows:

(a)           Compliance

with Commission Requests. Prior to the completion of the distribution of the Securities as contemplated in this Agreement, the Company,

subject to SECTION 3(b) hereof will comply with the requirements of Rule 430B of the Securities Act Regulations, and will notify the

Representatives as soon as reasonably practicable, and confirm the notice in writing, (i) when any post-effective amendment to the Registration

Statement or any new registration statement relating to the Securities shall become effective or any amendment or supplement to the Pricing

Disclosure Package or the Prospectus shall have been used or filed, as the case may be, including any document incorporated by reference

therein, in each case only as permitted by SECTION 3 hereof, (ii) of the receipt of any comments from the Commission, (iii) of any request

by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Pricing Disclosure Package or

the Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the

Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any

notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of

the issuance of any order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement

thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or

threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act

concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act

in connection with the offering of the Securities. The Company will file all filings required under Rule 424(b), in the manner and within

the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain

promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the

event that it was not, it will promptly file such prospectus. Until the completion of the distribution of the Securities as contemplated

in this Agreement, the Company will use its reasonable best efforts to prevent the issuance of any stop, prevention or suspension order

and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. If, before all the Securities have been

sold by the Underwriters, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible

to use the automatic shelf registration statement form, the Company will (A) promptly notify the Underwriters, (B) promptly file a new

registration statement or post-effective amendment on the proper form relating to the Securities in such form as is reasonably satisfactory

to the Underwriters, (C) use its reasonable best efforts to cause such registration statement or post-effective amendment to be declared

effective as soon as practicable, and (D) promptly notify the Underwriters of such effectiveness. The Company will take all other action

necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement

that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the

Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

(b)

Payment of Filing Fees. The Company shall pay the required Commission filing fees relating to the Securities within the

time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance

with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration

Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or in an exhibit

to a prospectus filed pursuant to Rule 424(b)).

(c)

Continued Compliance with Securities Laws. The Company will comply with the Securities Act, the Securities Act Regulations,

the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Securities as contemplated

in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus

relating to the Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations, would be) required by

the Securities Act (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act Regulations) to be delivered in connection

with sales of the Securities ending no later than nine months from the date hereof (the “Delivery Period”) any event

shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the

Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii)

amend or supplement the Pricing Disclosure Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus,

as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make

the statements therein not misleading in the light of the circumstances existing at the time it (or in lieu thereof the notice referred

to in Rule 173(a) of the Securities Act Regulations) is delivered to a purchaser or (iii) amend the Registration Statement or amend or

supplement the Pricing Disclosure Package or the Prospectus, as the case may be, including, without limitation, any document incorporated

therein by reference, in order to comply with the requirements of the Securities Act, the Securities Act Regulations, the Exchange Act

or the Exchange Act Regulations, the Company will promptly (A) give the Representatives written notice of such event or condition, (B)

prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement,

the Pricing Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed

filing or use, furnish the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such

amendment or supplement and use its best efforts to have any amendment to the Registration Statement declared effective by the Commission

as soon as possible if the Company is no longer eligible to file an automatic shelf registration statement; provided that the Company

shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters shall object.

(d)           Filing

or Use of Amendments or Supplements. During the Delivery Period, the Company (A) will furnish to the Representatives for review,

a reasonable period of time prior to the proposed time of filing of any proposed amendment or supplement to the Registration Statement,

a copy of each such amendment or supplement, and (B) will not amend or supplement the Registration Statement without the Representatives’

prior written consent. Prior to amending or supplementing any preliminary prospectus or the Prospectus, the Company shall furnish to

the Representatives for review, a reasonable amount of time prior to the time of filing or use of the proposed amendment or supplement,

a copy of each such proposed amendment or supplement. The Company shall not file or use any such proposed amendment or supplement without

the Representatives’ prior written consent, which consent shall not be unreasonably withheld.

(e)           Delivery

of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without

charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith

or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies

of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed copy of the Registration

Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The signed copies of the Registration

Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof

filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(f)

Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus

as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the Securities

Act. The Company will furnish to each Underwriter, without charge, during the Delivery Period, such number of copies of the Prospectus

(as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished

to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except

to the extent permitted by Regulation S-T.

(g)           Blue

Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering

and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives may designate and to maintain

such qualifications in effect during the Delivery Period; provided, that the Company shall not be obligated to file any general consent

to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified

or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(h)

Earnings Statements. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to

make generally available to its securityholders as soon as practicable, but in any event not later than 16 months after the effective

date of the Registration Statement (as defined in Rule 158(c) of the Securities Act), an earnings statement (satisfying the provisions

of Section 11(a) of the Securities Act and the Securities Act Regulations (including Rule 158)).

(i)

Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified

in the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus under “Use

of Proceeds.”

(j)

Reporting Requirements. The Company, during the Delivery Period, will file all documents required to be filed with the

Commission pursuant to the Exchange Act within the time periods required by, and each such document will meet the requirements of, the

Exchange Act and the Exchange Act Regulations.

(k)

Pricing Term Sheet. The Company will prepare the Term Sheet, containing solely a description of the final terms of

the Securities and the offering thereof, and after affording the Representatives the opportunity to comment thereon, file the Term Sheet

with the Commission pursuant to Rule 433(d) within the time required by such Rule.

(l)

Issuer Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives,

it will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise

constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or

retained by the Company under Rule 433; provided, that the Representatives will be deemed to have consented to any Issuer General Use

Free Writing Prospectuses listed on Schedule B hereto and any “road show that is a written communication” within the

meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. The Company represents that it has treated or agrees that

it will treat each such free writing prospectus consented to, or deemed consented to, by the Representatives as an Issuer Free Writing

Prospectus and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely

filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing

Prospectus during the Delivery Period there occurred or occurs an event or condition as a result of which such Issuer Free Writing Prospectus

included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will

promptly notify the Representatives in writing and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus

to correct such untrue statement or omission.

(m)

Renewal Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement

(the “Renewal Deadline”), any Securities remain unsold by the Underwriters, the Company will, prior to the Renewal

Deadline, (i) promptly notify the Representatives in writing and (ii) promptly file, if it is eligible to do so, a new automatic shelf

registration statement relating to the Securities, in a form and substance satisfactory to the Underwriters. If, at the Renewal Deadline,

the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, (i) promptly

notify the Representatives in writing, (ii) promptly file a new shelf registration statement or post-effective amendment on the proper

form relating to such Securities, in a form and substance satisfactory to the Underwriters, (iii) use its best efforts to cause such

registration statement or post-effective amendment to be declared effective within 60 days after the Renewal Deadline and (iv) promptly

notify the Representatives in writing of such effectiveness. The Company will take all other action necessary or appropriate to permit

the offering and sale of the Securities to continue as contemplated in the expired Registration Statement. References herein to the “Registration

Statement” shall include such new automatic shelf registration statement or such new shelf registration statement or post-effective

amendment, as the case may be.

(n)

DTC. The Company will cooperate with the Underwriters and use its best efforts to permit the Securities to be eligible

for clearance, settlement and trading through the facilities of DTC.

(o)

Investment Company Act. The Company shall not invest or otherwise use the proceeds received by the Company from its

sale of the Securities in such a manner as could require the Company or any of the Subsidiaries to register as an investment company

under the Investment Company Act.

(p)

Regulation M. The Company will not take, and will ensure that no affiliate of the Company will take, directly or indirectly,

any action designed to cause or result in or which constitutes or could reasonably be expected to constitute stabilization or manipulation

of the price of the Securities or any reference security with respect to the Securities, whether to facilitate the sale or resale of

the Securities or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of

Regulation M.

(q)

Trustee, Registrar and Paying Agent. The Company shall engage and maintain, at its expense, a trustee, registrar and paying

agent for the Securities.

(r)

Sarbanes-Oxley Act. The Company and its Subsidiaries will comply with all effective applicable provisions of the Sarbanes-Oxley

Act.

(s)

Restriction on Sale of Securities. During a period of 30 days from the date of this Agreement, the Company will not, without

the prior written consent of the Underwriters, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract

to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or lend or otherwise transfer

or dispose of, the Securities or any securities that are substantially similar to the Securities, whether owned as of the date hereof

or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be

filed, any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other

agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the

Securities or such other securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery

of any Securities or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (x) the Securities to be

sold pursuant to this Agreement, (y) commercial paper issued in the ordinary course of business, or (z) the redemption of the Company’s

6.0% fixed-to-floating rate subordinated notes due 2029.

(t)

Taxes. The Company will indemnify and hold harmless the Underwriters against any documentary, stamp, issue or similar tax,

including any interest and penalties, on the creation, issue and sale of the Securities and on the execution and delivery of this Agreement.

All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future

taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges.

In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding

or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

(u)

Trademarks. Upon request of any Underwriter, the Company will furnish, or cause to be furnished, to such Underwriter an electronic

version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter

for the purpose of facilitating the on-line offering of the Securities (the “License”); provided that the License

shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.

(v)          NRSRO

Rating. The Company will use commercially reasonable efforts to maintain a rating by a “nationally recognized statistical rating

organization” as defined in Section 3(a)(62) of the Exchange Act (“NRSRO”) while any of the Securities remain

outstanding.

SECTION 4. Payment

of Expenses.

(a)           Expenses. Whether

or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company covenants and agrees

with the several Underwriters that the Company will pay or cause to be paid all expenses incident to the performance of its obligations

under this Agreement or the transactions contemplated hereby, including (i) the preparation, printing and delivery to the Underwriters

of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of

the Securities, (ii) the delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and

the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by

the Underwriters to investors, (iii) the preparation, issuance and delivery of the Securities to the Underwriters, (iv) the fees and

disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities

laws in accordance with the provisions of SECTION 3(g) hereof, including filing fees and the reasonable fees and disbursements of counsel

for the Underwriters in connection therewith and in connection with the preparation, printing and delivery to the Underwriters of any

Blue Sky Survey and any supplement thereto, and the fees and expenses of making the Securities eligible for clearance, settlement and

trading through the facilities of DTC, (vi) any fees payable in connection with the rating of the Securities, (vii) the costs and expenses

of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities,

including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants

engaged in connection with the road show presentations, and any travel and lodging expenses of the representatives and officers of the

Company and any such consultants, (viii) any filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters

incurred in connection with determining the Underwriters’ compliance with FINRA rules and regulations applicable to their participation

in the offering and the sale of the Securities, (ix) fees and disbursements of the Trustee and its counsel and (x) the fees and expenses

including, without limitation, the fees and expenses of the counsel for the Underwriters, marketing and syndication expenses, and any

expenses related to an investor presentation and/or roadshow that are incurred by the Underwriters and (xi) all other costs and expenses

incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this SECTION 4(a);

provided that the aggregate amount of fees and expenses to be paid by the Company shall not exceed $160,000 in the aggregate; provided

that except as provided in this Section, SECTION 7, SECTION 10(a) and SECTION 11 hereof, the Underwriters will pay all of their own costs

and expenses, including transfer taxes on resale of any of the Securities by them and the cost of preparing and distributing any term

sheet prepared by any Underwriter.

(b)           Termination of Agreement.

If this Agreement is terminated by the Representatives in accordance with the provisions of SECTION 6, SECTION 10(a) or SECTION 11 hereof,

the Company shall reimburse the Underwriters for all of their reasonable documented out-of-pocket expenses, including the reasonable

documented out-of-pocket fees and disbursements of counsel for the Underwriters.

SECTION

5. Use of Free Writing Prospectuses by Underwriters. Each Underwriter represents and agrees that, unless it obtains

the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that

would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined

in Rule 405, required to be filed with the Commission.

SECTION 6. Conditions

of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations

and warranties of the Company and the Bank contained herein or in certificates of any officer of the Company or any of its Subsidiaries

delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and

to the following further conditions:

(a)

Effectiveness of Registration Statement, etc. The Registration Statement was filed by the Company with the Commission and

became effective upon filing in accordance with Rule 462(e) not earlier than three years prior to the date hereof. Each preliminary prospectus,

each Issuer Free Writing Prospectus and the Prospectus shall have been filed as required by Rule 424(b) (without reliance on Rule 424(b)(8))

and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the Securities Act Regulations. No stop order

suspending the effectiveness of the Registration Statement or any post-effective amendment thereto shall have been issued under the Securities

Act or proceedings therefor initiated or, to the Company’s knowledge, threatened by the Commission, no notice of objection to the

use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Company,

no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has

been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated.

The Company has complied with each request (if any) from the Commission for additional information. The Company shall have paid the required

Commission filing fees relating to the Securities within the time period required by Rule 456(b)(1)(i) of the Securities Act Regulations

without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations and,

if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either

in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).

(b)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated

the Closing Time, of Covington & Burling, LLP, counsel for the Company, in form and substance satisfactory to the Representatives

and substantially in the form of Exhibit A hereto, together with signed or reproduced copies of such letter for each of the other

Underwriters, in form and substance reasonably satisfactory to the Representatives.

(c)

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion,

dated the Closing Time, of Luse Gorman, PC, counsel for the Underwriters, in form and substance satisfactory to the Representatives,

together with signed or reproduced copies of such letter for each of the other Underwriters, and the Company shall have furnished to

such counsel such documents as they may request for the purpose of enabling them to pass upon such matters. In giving such opinion, such

counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal

securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that,

insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and

other representatives of the Company and its Subsidiaries and certificates of public officials.

(d)           Officers’

Certificate. At the Closing Time, the Representatives shall have received a certificate of the Chief Executive Officer or the

President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the

effect that (i)  for the period from and including the date of this Agreement, through and included the Closing Time, there

has been no Material Adverse Effect, (ii) the representations and warranties of the Company in this Agreement are true and correct

with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all

agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv)

the conditions specified in SECTION 6(a) hereof have been satisfied.

(e)

Comfort Letters. At the time of the execution of this Agreement, the Representatives shall have received from each of KPMG

LLP and Crowe LLP a letter with respect to the Company, dated such date, in form and substance satisfactory to the Representatives, together

with signed or reproduced copies of such letter for each of the other Underwriters, confirming that they are a registered public accounting

firm and independent registered public accountants as required by the Securities Act and containing statements and information of the

type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements

and financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(f)

Bring-down Comfort Letter. At the Closing Time, the Representatives shall have received from each of KPMG LLP and Crowe

LLP a letter with respect to the Company, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter

furnished pursuant to SECTION 6(e) hereof, except that the specified date referred to shall be a date not more than three business days

prior to the Closing Time.

(g)

Certificate of the Chief Financial Officer. At the time of execution of this Agreement and at the Closing Time, the Representatives

shall have received a certificate executed by the Chief Financial Officer, in form and substance satisfactory to the Representatives.

(h)

Beneficial Ownership Certificate. On or before the date of this Agreement, the Representatives shall have received a certificate

satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network from the Company in form and

substance satisfactory to the Representatives.

(i)

Other Documents. The Underwriters shall have received such other documents as they may reasonably request with respect

to other matters related to the sale of the Securities.

(j)

Absence of Rating Downgrade. Subsequent to the execution and delivery of this Agreement and prior to the Closing Time, there shall

not have occurred any downgrading, nor shall any notice have been given of (i) any withdrawal or downgrading, (ii) any intended or potential

withdrawal or downgrading, or (iii) any review or possible change that does not indicate an improvement, in the rating accorded to the

Securities or any securities of the Company by any NRSRO, and no such organization shall have publicly announced that it has under surveillance

or review, or has changed its outlook with respect to, its rating of the Securities or any other securities of the Company (other than

an announcement with positive implications of a possible upgrading).

(k)

DTC. At the Closing Time, the Securities shall be eligible for clearance, settlement and trading through the facilities

of DTC.

(l)

No Objection. If applicable, FINRA shall have not raised any objection with respect to the fairness and reasonableness

of the underwriting terms and arrangements relating to the offering of the Securities.

(m)

No Important Changes. Since the execution of this Agreement, in the judgment of the Representatives, since the respective

date hereof or the respective dates of which information is given in the Registration Statement, the Pricing Disclosure Package or the

Prospectus, there shall not have occurred any Material Adverse Effect.

(n)

Delivery of Prospectus. The Company shall have complied with the provisions hereof with respect to the furnishing of prospectuses,

in electronic or printed format, on the New York business day next succeeding the date of this Agreement.

(o)

No Termination Event. On or after the date hereof, there shall not have occurred any of the events, circumstances or occurrences

set forth in SECTION 10(a).

(p)

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order

shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the

Closing Time, prevent the issuance or sale of the Securities by the Company.

(q)

Good Standing. The Representatives shall have received on and as of the Closing Time satisfactory evidence of the good

standing of the Company and the Bank in their respective jurisdictions of organization, in each case in writing or any standard form

of telecommunication from the appropriate governmental authorities of such jurisdictions.

(r)

Additional Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions

as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or

in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained;

and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be in

form and substance satisfactory to the Representatives and counsel for the Underwriters.

(s)            If any condition

specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the

Representatives by notice to the Company at any time at or prior to Closing Time and such termination shall be without liability of any

party to any other party except as provided in SECTION 4 and except that SECTION 1, SECTION 6, SECTION 7, SECTION 8, SECTION 9, SECTION

14, SECTION 15, SECTION 16 and SECTION 17 shall survive any such termination and remain in full force and effect.

SECTION 7. Indemnification.

(a)           Indemnification of

Underwriters. The Company and the Bank, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates

(as such term is defined in Rule 501(b) of the Securities Act Regulations (each, an “Affiliate”)), selling agents,

employees, officers and directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities

Act or Section 20 of the Exchange Act as follows:

(i)

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or

alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information

deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated

therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement

of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, any “road show,” the Pricing

Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any preliminary

prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto)

of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading;

(ii)

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in

settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any

claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject

to SECTION 7(d) hereof) any such settlement is effected with the written consent of the Company;

(iii)

against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives),

reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental

agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged

untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, that this indemnity

agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission

or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed

to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure

Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

(b)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the

Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company

within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim,

damage and expense described in the indemnity contained in SECTION 7(a) hereof, as incurred, but only with respect to untrue statements

or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any

information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus,

the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the

Underwriter Information.

(c)

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each

indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify

an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced

as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity

agreement. In the case of parties indemnified pursuant to SECTION 7(a) hereof, counsel to the indemnified parties shall be selected by

the Representatives, and, in the case of parties indemnified pursuant to SECTION 7(b) hereof, counsel to the indemnified parties shall

be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, that

counsel to the indemnifying party shall not (except with the prior written consent of the indemnified party) also be counsel to the indemnified

party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local

counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related

actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the

prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation,

or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of

which indemnification or contribution could be sought under this SECTION 7 or SECTION 8 hereof (whether or not the indemnified parties

are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each

indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement

as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)

Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying

party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for

any settlement of the nature contemplated by SECTION 7(a)(ii) effected without its written consent if (i) such settlement is entered

into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received

notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party

shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

SECTION

8. Contribution. If the indemnification provided for in SECTION 7 hereof is for any reason unavailable to or insufficient

to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each

indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such

indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and

the Bank, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or

(ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not

only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Bank, on the one hand,

and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims,

damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received

by the Company and the Bank, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities

pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the

Securities pursuant to this Agreement (before deducting expenses) received by the Company and the Bank, on the one hand, and the total

underwriting discount received by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear

to the aggregate initial public offering price of the Securities as set forth on the cover of the Prospectus.

The relative fault of the

Company and the Bank, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things,

whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates

to information supplied by the Company and the Bank or by the Underwriters and the parties’ relative intent, knowledge, access

to information and opportunity to correct or prevent such statement or omission.

The Company, the Bank and

the Underwriters agree that it would not be just and equitable if contribution pursuant to this SECTION 8 were determined by pro rata

allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not

take account of the equitable considerations referred to above in this SECTION 8. The aggregate amount of losses, liabilities, claims,

damages and expenses incurred by an indemnified party and referred to above in this SECTION 8 shall be deemed to include any legal or

other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any

investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such

untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this SECTION 8, no Underwriter shall

be required to contribute any amount in excess of the underwriting discount received by such Underwriter in connection with the Securities

underwritten by it and distributed to the public.

No person guilty

of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any

person who was not guilty of such fraudulent misrepresentation. The Underwriters’ respective obligations to contribute pursuant

to this SECTION 8 are several in proportion to the aggregate principal amount of Securities set forth opposite their respective names

in Schedule A hereto and not joint.

For purposes of this

SECTION 8, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the

Exchange Act and each Underwriter’s Affiliates, officers, directors, employees and selling agents shall have the same rights to

contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement,

and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act shall have the same rights to contribution as the Company.

SECTION

9. Representations. Warranties and Agreements to Survive. The indemnity and contribution provisions contained in Section

7 and Section 8, and all representations, warranties and agreements contained in this Agreement or in certificates of officers of the

Company or any of its Subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any

investigation made by or on behalf of any Underwriter or its Affiliates, officers, directors and or selling agents, any person controlling

any Underwriter or the Company’s officers or directors or any person controlling the Company and (ii) delivery of and payment for

the Securities.

SECTION 10. Termination

of Agreement.

(a)           Termination.

The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time, (i) if there

has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which

information is given in the Registration Statement, the Pricing Disclosure Package or the Prospectus, any Material Adverse Effect, (ii)

if there has occurred any material adverse change in the financial markets in the United States or the international financial markets,

any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change

in national or international political, financial or economic conditions, including, without limitation, as a result of terrorist activities,

in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market

the Securities or to enforce contracts for the sale of the Securities, (iii) if trading in any securities of the Company has been suspended

or materially limited by the Commission, or NYSE, (iv) if trading generally on the NYSE or Nasdaq Stock Market has been suspended or

materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any

of said exchanges or by order of the Commission, FINRA or any other governmental agency or body, (v) if a material disruption has occurred

in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear

systems in Europe, (vi) if a general moratorium on commercial banking activities has been declared by either federal, State of New York

or Commonwealth of Massachusetts authorities or if there is a material disruption in commercial banking or securities settlement or clearance

services in the United States; or (vii) if any condition specified in Section 6 shall not have been fulfilled when and as required to

be fulfilled.

(b)           Liabilities. If

this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except

as provided in SECTION 4 hereof, and provided further that SECTION 1, SECTION 6, SECTION 7, SECTION 8, SECTION 9, SECTION 14, SECTION

15, SECTION 16 and SECTION 17 shall survive such termination and remain in full force and effect.

SECTION 11. Default

by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities

which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives

shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non- defaulting Underwriters, or any other

underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the

terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 36-hour period, then:

(i)

if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased at the Closing Time, each

of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions

that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(ii)

if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased at the Closing Time, this Agreement

shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant

to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such

default which does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone

the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Pricing

Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes

any person substituted for an Underwriter under this SECTION 11.

SECTION

12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given

if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to: (i) Keefe, Bruyette

& Woods, Inc., 787 Seventh Avenue, 4th Floor,

New York, New York 10019, e-mail: USCapitalMarkets@kbw.com, and (ii) Piper Sandler & Co., 1251 Avenue of the Americas, 6th

Floor, New York, New York 10020, Attention: Legal Department, with a copy, which shall not constitute notice,

to Luse Gorman, PC, 5335 Wisconsin Avenue, NW, Suite 780, Washington, DC 20015, Attention: Lawrence M.F. Spaccasi, Esq.; and notices

to the Company shall be directed to it at 131 Clarendon Street, Boston, MA 02116, Attention: Carl M. Carlson, with copies, which shall

not constitute notice, to Beacon Financial Corporation, 131 Clarendon Street, Boston, MA 02116, Attention: John Eagan, Esq., and Covington

& Burling LLP, One International Place, Suite 1020, Boston, MA 02110, Attention: Samantha M. Kirby, Esq.

SECTION

13. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the

Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related

discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters,

on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has

been acting solely as a principal and is not the agent or fiduciary of the Company or any of its Subsidiaries or its shareholders, creditors,

employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company

in connection with the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised

or is currently advising the Company or any of its Subsidiaries on other matters) or any other obligation to the Company in connection

with the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective

Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the

Underwriters have not provided any legal, accounting, financial, regulatory or tax advice in connection with the offering of the Securities

and the Company has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

The Company waives to the fullest extent permitted by applicable law any claims that it may have against the Underwriters arising from

an alleged breach of fiduciary duty in connection with the offering of the Securities.

SECTION

14. Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and

the Bank and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give

any person, firm or corporation, other than the Underwriters, the Company and the Bank and their respective successors and the indemnified

parties referred to in SECTION 7 and SECTION 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim

under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are

intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Bank and their respective successors, and

said controlling persons, Affiliates, selling agents, officers and directors and their heirs and legal representatives, and for the benefit

of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason

merely of such purchase.

SECTION

15. Trial by Jury. Each of the Company (on its behalf and, to the extent permitted by applicable law, on behalf of

its shareholders and affiliates) and the Underwriters 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 Agreement or the transactions contemplated

hereby.

SECTION

16. GOVERNING LAW. THIS AGREEMENT, ANY TRANSACTION CONTEMPLATED HEREUNDER AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING

UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT

REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK.

SECTION

17. Consent to Jurisdiction. Each of the parties hereto agrees that any legal suit, action or proceeding arising out

of or based upon this Agreement or the transactions contemplated hereby shall be instituted in (i) the federal courts of the United States

of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the

City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and irrevocably submits

to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court, as

to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process,

summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit,

action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection

to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree

not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought

in an inconvenient forum.

SECTION

18. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF

DAY REFER TO NEW YORK CITY TIME.

SECTION

19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be

an original, but all such counterparts shall together constitute one and the same Agreement. The exchange of copies of this Agreement

and of signature pages by facsimile or other electronic means shall constitute effective execution and delivery of this Agreement by

the parties hereto and may be used in lieu of the original signature pages to this Agreement for all purposes.

SECTION

20. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction

hereof.

SECTION

21. Entire Agreement Amendments. This Agreement constitutes the entire Agreement of the parties to this Agreement and

supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject

matter hereof. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein

(express or implied) may be waived unless waived in writing by each party that the condition is meant to benefit.

SECTION

22. Confidential Supervisory Information. Notwithstanding any other provision of this Agreement, no disclosure, representation,

or warranty shall be made (or other action taken) pursuant to this Agreement that would involve the disclosure of “confidential

supervisory information” (as defined in any regulation or rule adopted or promulgated by a governmental or regulatory authority)

by any party to this Agreement to the extent prohibited by applicable law. To the extent legally permissible, appropriate substitute

disclosures or actions shall be made or taken under circumstances in which the limitations of the preceding sentence applies.

[Signature pages follows]

If the foregoing

is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this

instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Bank in accordance

with its terms.

Very truly yours,

BEACON FINANCIAL CORPORATION

/s/ Carl M. Carlson

Name:

Carl M. Carlson

Title:

Chief Financial and Strategy Officer

BEACON BANK & TRUST

/s/ Carl M. Carlson

Name:

Carl M. Carlson

Title:

Chief Financial and Strategy Officer

[Signature Page to Underwriting

Agreement]

CONFIRMED AND ACCEPTED,

AS OF THE DATE FIRST ABOVE WRITTEN:

For themselves and as Representatives of the other Underwriters named in Schedule

A hereto.

KEEFE, BRUYETTE & WOODS, INC.

By:

/s/ Frank Cicero

Name:

Frank Cicero

Title:

Managing Director

PIPER SANDLER & CO.

By:

/s/ Alex Bondroff

Name:

Alex Bondroff

Title:

Managing Director

[Signature Page to Underwriting Agreement]

SCHEDULE

Aggregate Principal

Amount of Securities

Name of Underwriter

be Purchased

Keefe,

Bruyette & Woods, Inc.

$ 87,500,000

Piper

Sandler & Co.

70,000,000

Hovde

Group, LLC

17,500,000

Total

$ 175,000,000

SCHEDULE B

Issuer Free Writing

Prospectuses

Investor Presentation, filed as a Free Writing Prospectus on August

17, 2026

The Term Sheet set forth in Schedule C, filed as a Free Writing Prospectus

on August 17, 2026.

SCHEDULE C

Term Sheet

Beacon Financial Corporation

$175,000,000

6.25% Fixed-to-Floating

Rate Subordinated Notes due 2036

Term Sheet

Issuer:

Beacon Financial Corporation

(the “Company” or “Issuer”)

Security:

6.25% Fixed-to-Floating Rate

Subordinated Notes due 2036 (the “Notes”)

Aggregate Principal

Amount:

$175,000,000

Type of Offering:

SEC Registered

Expected Securities Ratings*:

Baa3 (stable) by Moody’s

BBB- (stable) by Kroll Bond Rating Agency*

Trade Date:

August 17, 2026

Settlement Date:

August 20, 2026 (T + 3)**

Maturity Date (if not previously

redeemed):

September 1, 2036

Coupon:

From and including the Settlement

Date, to, but excluding September 1, 2031, or the date of earlier redemption (the “fixed rate period”), the Notes will

bear interest at a fixed rate of 6.25% per annum, payable semi-annually in arrears. From and including September 1, 2031, to, but

excluding, the maturity date or the date of earlier redemption (the “floating rate period”), the Notes will bear interest

at an annual floating rate equal to the Three-Month Term SOFR, or such other Benchmark rate, plus 215 basis points for each quarterly

interest period during the floating rate period, payable quarterly in arrears; provided, however, that in the event the Three-Month

Term SOFR (or other applicable Benchmark rate) is less than zero, the Three-Month Term SOFR (or other applicable Benchmark rate)

shall be deemed to be zero.

Interest Payment Dates:

Until but excluding September 1, 2031, the Company

will pay interest on the Notes semi-annually on March 1 and September 1 of each year, commencing March 1, 2027. From and including

September 1, 2031 to but excluding the maturity date or date of earlier redemption, the Company will pay interest on the Notes quarterly

on March 1, June 1, September 1 and December 1 of each year, commencing on December 1, 2031.

Record

Dates:

The 15th calendar

day immediately preceding the applicable interest payment date, whether or not a Business Day.

Day

Count Convention:

During the fixed rate period,

30/360 to, but excluding, September 1, 2031; during the floating rate period, a 360-day year and the number of days actually elapsed.

Optional

Redemption:

The Company may, at its option,

redeem the Notes before the maturity date, in whole or in part, beginning with the interest payment date of September 1, 2031, and

on any date thereafter, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required

under applicable laws or regulations, including capital regulations, at a redemption price equal to 100% of the principal amount

of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption; provided, however, that interest

due on an interest payment date falling on or prior to the applicable redemption date will be payable to the holders of the Notes

as of the record date for such interest payment date.

Special

Redemption:

The Company may redeem the Notes

at any time, including prior to September 1, 2031, at the Company’s option in whole, but not in part, subject to obtaining

the prior approval of the Federal Reserve to the extent such approval is then required under applicable laws or  regulations,

including capital regulations, if (i) a change or prospective change in law occurs that could prevent the Company from deducting

interest payable on the Notes for U.S. federal income tax purposes, (ii) a subsequent event occurs that could preclude the Notes

from being recognized as Tier 2 capital for regulatory capital purposes, or (iii) the Company is required to register as an investment

company pursuant to the Investment Company Act of 1940, as amended, in each case, at a redemption price equal to 100% of the principal

amount of the Notes plus any accrued and unpaid interest to, but excluding, the redemption date; provided, however, that interest

due on an interest payment date falling on or prior to the applicable redemption date will be payable to the holders of the Notes

as of the record date for such interest payment date.

Denominations:

Book-entry form through the facilities of DTC

in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Use

of Proceeds:

The Company intends

to use the net proceeds from this offering, after the payment of offering expenses, to repay $75 million aggregate principal amount

of its outstanding 6.0% fixed-to-floating rate subordinated notes due 2029 (“2029 Notes”), plus accrued interest,

and for general corporate purposes.

Price to Public:

100%

Ranking:

The Notes will be the Company’s

general unsecured subordinated obligations and will be:

junior

in right of payment and upon liquidation to  any of the Company’s existing and

future senior  indebtedness,

whether secured or unsecured;

equal in right of payment and upon liquidation

with any of the Company’s existing and future  subordinated

indebtedness the terms of which  provide that

such indebtedness ranks equally with  promissory notes, bonds, debentures and other  evidences

of indebtedness of types that include  the

Notes;

senior in right of payment and upon liquidation  with

the Company’s existing junior subordinated  debentures

underlying outstanding trust preferred  securities

and any indebtedness the terms of  which provide

that such indebtedness ranks junior  to promissory

notes, bonds, debentures and other  types of

indebtedness that include the Notes; and

effectively subordinated to all of the existing and

future indebtedness, deposits and other liabilities  of

Beacon Bank & Trust and the Company’s  other

current and future subsidiaries, including,  without

limitation, Beacon Bank & Trust’s  liabilities

to depositors in connection with the  deposits

in Beacon Bank & Trust, its liabilities to  general

creditors and its liabilities arising during  the

ordinary course or otherwise.

As of June 30, 2026, the Company had no indebtedness

outstanding ranking senior to the Notes, $175.0 million

of indebtedness on a gross basis (which includes the

2029 Notes) outstanding ranking equally to the Notes,

and $33.7 million of junior subordinated indebtedness

on a gross basis (which was composed of the

Company’s existing junior subordinated debentures

underlying outstanding trust preferred securities)

outstanding ranking junior to the Notes.

CUSIP / ISIN:

084680AC1 / US084680AC15

Joint Book-Running Managers:

Keefe, Bruyette & Woods, A Stifel Company

Co-manager:

Piper Sandler & Co.

Hovde Group, LLC

*Note: An explanation of the significance of

ratings may be obtained from the rating agency. Generally, rating agencies base their ratings on such material and information, and such

of their own investigations, studies and assumptions, as they deem appropriate. The rating of the subordinated notes should be evaluated

independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities

and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. No report of

any rating agency is incorporated by reference herein.

**Note: The Issuer expects that delivery of the Notes will be made

against payment therefor on or about the Settlement Date indicated above, which will be the third business day following the date of

pricing of the Notes (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act

of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such

trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes will be required,

by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement arrangement at the time of any

such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery should

consult their own advisor.

The Issuer has filed a shelf registration statement (File No. 333-294016)

(including a base prospectus) and a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) with the

Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should

read the prospectus in that registration statement, the Preliminary Prospectus Supplement and other documents the Issuer has filed with

the SEC for more complete information about the Issuer and this offering. You may access these documents for free by visiting EDGAR on

the SEC’s website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange

to send you the prospectus and the related Preliminary Prospectus Supplement if you request it by contacting Keefe, Bruyette & Woods,

A Stifel Company, toll-free at 1-800-966-1599 or by email at USCapitalMarkets@kbw.com, or Piper Sandler & Co., toll-free

at 866-805-4128 or by email at FSG-DCM@psc.com.

Capitalized terms used but not defined in this Pricing

Term Sheet have the meanings given to them in the Preliminary Prospectus Supplement.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW

ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS

A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

SCHEDULE D

Significant Subsidiaries

of the Company

Beacon Bank & Trust

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2623534d1_ex4-1.htm · Sequence: 3

Exhibit 4.1

BEACON FINANCIAL CORPORATION

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

Trustee

Indenture

Dated

as of August 20, 2026

Subordinated Debt Securities

TABLE OF CONTENTS

Page

ARTICLE One –

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.

Definitions

Section 102.

Compliance Certificates and Opinions

Section 103.

Form of Documents Delivered to Trustee

Section 104.

Acts of Holders

Section 105.

Notices, etc., to Trustee and Company

Section 106.

Notice to Holders; Waiver

Section 107.

Counterparts; Effect of Headings and Table of Contents

Section 108.

Successors and Assigns

Section 109.

Severability Clause

Section 110.

Benefits of Indenture

Section 111.

Governing Law

Section 112.

Legal Holidays

Section 113.

Limited Liability; Immunity of Stockholders, Directors, Officers and Agents of the Company

Section 114.

Conflict with Trust Indenture Act

ARTICLE Two –

SECURITIES FORMS

Section 201.

Forms of Securities

Section 202.

Form of Trustee’s Certificate of Authentication

Section 203.

Securities Issuable in Global Form

ARTICLE Three –

THE SECURITIES

Section 301.

Amount Unlimited; Issuable in Series

Section 302.

Denominations

Section 303.

Execution, Authentication, Delivery and Dating

Section 304.

Temporary Securities

Section 305.

Registration, Registration of Transfer, Conversion and Exchange

Section 306.

Mutilated, Destroyed, Lost and Stolen Securities

Section 307.

Payment of Interest; Interest Rights Preserved

Section 308.

Persons Deemed Owners

Section 309.

Cancellation

Section 310.

Computation of Interest

Section 311.

CUSIP Numbers

ARTICLE Four –

SATISFACTION AND DISCHARGE

Section 401.

Satisfaction and Discharge of Indenture

Section 402.

Application of Trust Funds

ARTICLE Five –

REMEDIES

Section 501.

Events of Default

Section 502.

Acceleration of Maturity; Rescission and Annulment

Section 503.

Collection of Indebtedness and Suits for Enforcement by Trustee

Section 504.

Trustee May File Proofs of Claim

Section 505.

Trustee May Enforce Claims Without Possession of Securities or Coupons

Section 506.

Application of Money Collected

Section 507.

Limitation on Suits

Section 508.

Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, and

Interest

Section 509.

Restoration of Rights and Remedies

Section 510.

Rights and Remedies Cumulative

Section 511.

Delay or Omission Not Waiver

Section 512.

Control by Holders of Securities

Section 513.

Waiver of Past Defaults

Section 514.

Waiver of Usury, Stay or Extension Laws

Section 515.

Undertaking for Costs

ARTICLE Six –

THE TRUSTEE

Section 601.

Notice of Defaults

Section 602.

Certain Rights of Trustee

Section 603.

Not Responsible for Recitals or Issuance of Securities

Section 604.

May Hold Securities

Section 605.

Money Held in Trust

Section 606.

Compensation and Reimbursement

Section 607.

Corporate Trustee Required; Eligibility; Conflicting Interests

Section 608.

Resignation and Removal; Appointment of Successor

Section 609.

Acceptance of Appointment by Successor

Section 610.

Merger, Conversion, Consolidation or Succession to Business

Section 611.

Appointment of Authenticating Agent

Section 612.

Certain Duties and Responsibilities of the Trustee

Section 613.

Preferential Collection of Claims Against Company

ARTICLE Seven –

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.

Disclosure of Names and Addresses of Holders

Section 702.

Reports by Trustee

Section 703.

Reports by Company

Section 704.

Company to Furnish Trustee Names and Addresses of Holders

Section 705.

Preservation of Information; Communications to Holders

ARTICLE Eight –

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

Section 801.

Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain

Conditions

Section 802.

Rights and Duties of Successor Corporation

Section 803.

Officers’ Certificate and Opinion of Counsel

ARTICLE Nine –

SUPPLEMENTAL INDENTURES

Section 901.

Supplemental Indentures Without Consent of Holders

Section 902.

Supplemental Indentures with Consent of Holders

Section 903.

Execution of Supplemental Indentures

Section 904.

Effect of Supplemental Indentures

Section 905.

Conformity with Trust Indenture Act

Section 906.

Reference in Securities to Supplemental Indentures

ARTICLE Ten –

COVENANTS

Section 1001.

Payment of Principal, Premium or Make-Whole Amount, if any; and Interest

Section 1002.

Maintenance of Office or Agency

Section 1003.

Money for Securities Payments to Be Held in Trust

Section 1004.

Existence

Section 1005.

Maintenance of Properties

Section 1006.

Insurance

Section 1007.

Payment of Taxes and Other Claims

Section 1008.

Statement as to Compliance

Section 1009.

Waiver of Certain Covenants

ARTICLE Eleven –

REDEMPTION OF SECURITIES

Section 1101.

Applicability of Article

Section 1102.

Election to Redeem; Notice to Trustee

Section 1103.

Selection by Trustee of Securities to Be Redeemed

Section 1104.

Notice of Redemption

Section 1105.

Deposit of Redemption Price

Section 1106.

Securities Payable on Redemption Date

Section 1107.

Securities Redeemed in Part

ARTICLE Twelve –

SINKING FUNDS

Section 1201.

Applicability of Article

Section 1202.

Satisfaction of Sinking Fund Payments with Securities

Section 1203.

Redemption of Securities for Sinking Fund

ARTICLE Thirteen –

REPAYMENT AT THE OPTION OF HOLDERS

Section 1301.

Applicability of Article

Section 1302.

Repayment of Securities

Section 1303.

Exercise of Option

Section 1304.

When Securities Presented for Repayment Become Due and Payable

Section 1305.

Securities Repaid in Part

ARTICLE Fourteen –

DEFEASANCE AND COVENANT DEFEASANCE

Section 1401.

Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance

Section 1402.

Defeasance and Discharge

Section 1403.

Covenant Defeasance

Section 1404.

Conditions to Defeasance or Covenant Defeasance

Section 1405.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions

iii

ARTICLE Fifteen –

MEETINGS OF HOLDERS OF SECURITIES

Section 1501.

Purposes for Which Meetings May Be Called

Section 1502.

Call, Notice and Place of Meetings

Section 1503.

Persons Entitled to Vote at Meetings

Section 1504.

Quorum; Action

Section 1505.

Determination of Voting Rights; Conduct and Adjournment of Meetings

Section 1506.

Counting Votes and Recording Action of Meetings

ARTICLE Sixteen –

SUBORDINATION OF SECURITIES

Section 1601.

Agreement to Subordinate

Section 1602.

Payment Over of Proceeds upon Dissolution, Etc.

Section 1603.

No Payment When Senior Indebtedness in Default

Section 1604.

Reliance by Senior Indebtedness on Subordination Provisions

Section 1605.

Subrogation to Rights of Holders of Senior Indebtedness

Section 1606.

Provisions Solely to Define Relative Rights

Section 1607.

Trustee to Effectuate Subordination

Section 1608.

No Waiver of Subordination Provisions

Section 1609.

Notice to Trustee

Section 1610.

Reliance on Judicial Order or Certificate of Liquidating Agent

Section 1611.

Trustee Not Fiduciary for Holders of Senior Indebtedness

Section 1612.

Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights

Section 1613.

Article Applicable to Paying Agents

ARTICLE Seventeen –

CONVERSION OF SECURITIES

Section 1701.

Applicability of Article; Conversion Privilege and Conversion Price

Section 1702.

Exercise of Conversion Privilege

Section 1703.

Fractions of Shares

Section 1704.

Adjustment of Conversion Price

Section 1705.

Notice of Adjustments of Conversion Price

Section 1706.

Notice of Certain Corporate Action

Section 1707.

Company to Reserve Common Stock

Section 1708.

Taxes on Conversion

Section 1709.

Covenants as to Common Stock

Section 1710.

Cancellation of Converted Securities

Section 1711.

Provisions in Case of Consolidation, Merger or Sale of Assets; Special Distributions

Section 1712.

Trustee Adjustment Disclaimer; Company Determination Final

Section 1713.

When No Adjustment Required

Section 1714.

Equivalent Adjustments

BEACON FINANCIAL CORPORATION

Reconciliation and tie between the Trust Indenture

Act of 1939, as amended (the “Trust Indenture Act” or “TIA”) and the Indenture, dated as of August 20, 2026.

Trust

Indenture Act Section

Indenture

Section

310(a)(1)

607

(a)(2)

607

(a)(5)

607

311(a)

613

(b)

613

312(a)

704,

705(a)

(b)

705(b)

(c)

701

313(a)

702

(c)

702

314(a)

703

(a)(4)

1008

(c)(1)

102

(c)(2)

102

(e)

102

315(a)

612

(b)

601

(c)

612

(d)

612

(e)

515

316(a) (last sentence)

101

(“Outstanding”)

(a)(1)(A)

512

(a)(1)(B)

513

(b)

508

(c)

104€

317(a)(1)

503

(a)(2)

504

(b)

1003

318(a)

111

(c)

111

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 Trust Indenture Act, which provides that the provisions of Sections 310 to and including 317 of the Trust Indenture Act are a part

of and govern every qualified indenture, whether or not physically contained therein.

INDENTURE,

dated as of August 20, 2026, between Beacon Financial Corporation, a corporation organized under the laws of the State of

Delaware (hereinafter called the “Company”), having its principal office at 131 Clarendon Street, Boston, Massachusetts 02116,

and U.S. Bank Trust Company, National Association, as Trustee hereunder (hereinafter called the “Trustee”), having a Corporate

Trust Office at One Federal Street, 3rd Floor, Boston, Massachusetts 02110.

RECITALS OF THE COMPANY

The Company deems it necessary to issue from time

to time for its lawful purposes subordinated debt securities (hereinafter called the “Securities”) evidencing its subordinated

indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the

Securities, to be issued in one or more Series as provided in this Indenture.

This Indenture is subject to the provisions of

the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act” or “TIA”), that are deemed to be incorporated

into this Indenture and shall, to the extent applicable, be governed by such provisions.

All things necessary to make this Indenture a

valid and legally binding agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the

purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all

Holders of the Securities or of a Series thereof, as follows:

ARTICLE One

– DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.       Definitions.

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

(1)           the

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

(2)           all

other terms used herein which are defined in the TIA, either directly or by reference therein, have the meanings assigned to them therein,

and the terms “cash transactions” and “self-liquidating paper,” as used in TIA Section 311, shall have the

meanings assigned to them in the rules of the Commission adopted under the TIA;

(3)           all

accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

(4)           any

reference to an “Article” or a “Section” refers to an Article or Section, as the case may be, of this Indenture;

and

(5)           the

words “herein,” “hereof “and “hereunder” and other words of similar import refer to this Indenture

as a whole and not to any particular Article, Section or other subdivision.

“Act,” when used with respect

to any Holder, has the meaning specified in Section 104.

“Affiliate” of any specified

Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such

specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the

power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,

by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authenticating Agent” means

any Person authorized by the Trustee pursuant to Section 611 hereof to act on behalf of the Trustee to authenticate Securities of

one or more Series.

“Authorized Newspaper” means

a newspaper, printed in the English language or in an official language of the country of publication, customarily published on each

Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with

which the term is used or in the financial community of each such place. Whenever successive publications are required to be made in

Authorized Newspapers, the successive publications may be made in the same or in different Authorized Newspapers in the same city meeting

the foregoing requirements and in each case on any Business Day.

“Bankruptcy Law” has the meaning

specified in Section 501.

“Bearer Security” means any

Security established pursuant to Section 201 which is payable to the bearer.

“Board of Directors” when used

with reference to the Company, means the board of directors of the Company, or any committee of that

board duly authorized to act hereunder, or any

director or directors and/or officer or officers of the Company, to whom the board or committee shall have duly delegated its authority.

“Board Resolution” means a

copy of (1) a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board

of Directors or a duly authorized committee of the Board of Directors and to be in full force and effect on the date of such certification,

or (2) a certificate signed by the director or directors and/or officer or officers to whom the Board of Directors shall have duly

delegated its authority, together with a resolution certified by the Secretary or an Assistant Secretary of the Company to have been

duly adopted by the Board of Directors and to be in full force and effect on the date of such certification authorizing such delegation,

and, in each case, delivered to the Trustee.

“Business Day,” when used with

respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise

specified with respect to any Securities issued pursuant to Section 301, any day, other than a Saturday or Sunday, that is neither

a legal holiday nor a day on which banking institutions in that Place of Payment or particular location are authorized or required by

law, regulation or executive order to close.

“Capital Stock” means, with

respect to any Person, any capital stock (including preferred stock), shares, interests, participations or other ownership interests

(however designated) of such Person and any rights (other than debt securities convertible into or exchangeable for corporate stock),

warrants or options to purchase any thereof.

“Clearstream” means Clearstream

Banking Luxembourg, société anonyme, or its successor.

“Closing Price” means the closing

price of a share of Common Stock of the Company as reported on the New York Stock Exchange.

“Code” means the Internal Revenue

Code of 1986, as amended, and the regulations thereunder.

“Commission” means the Securities

and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after execution of this

instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body

performing such duties on such date.

“Common Depository” has the

meaning specified in Section 304.

“Common Stock” means, with

respect to any Person, all shares of capital stock issued by such Person other than Preferred Stock.

“Company” means the Person

named as the “Company” in the first paragraph of this Indenture until a successor corporation shall have become such pursuant

to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.

“Company Request” and “Company

Order” mean, respectively, a written request or order signed in the name of the Company by its

Chairman of the Board, the Chief Executive Officer,

the President, or a Vice President, and by its Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,

and delivered to the Trustee.

“Constituent Person” has the

meaning specified in Section 1711.

“Conversion Event” means the

cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement

of transactions by a central bank or other public institutions of or within the international banking community, (ii) the ECU both

within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities

or (iii) any currency unit (or composite currency) other than the ECU for the purposes for which it was established.

“Conversion Price” has the

meaning specified in Section 1701.

“Corporate Trust Office” means

the office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office

at the date hereof is located at One Federal Street, 3rd Floor, Boston, Massachusetts 02110, or such other address as the Trustee may

designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee

(or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

“corporation” includes corporations,

associations, companies and business trusts.

“coupon” means any interest

coupon appertaining to a Bearer Security.

“Covenant Defeasance” has the

meaning specified in Section 1403.

“Custodian” has the meaning

specified in Section 501.

“Defaulted Interest” has the

meaning specified in Section 307.

“Defeasance” has the meaning

specified in Section 1402.

“Distribution Record Date”

has the meaning specified in Section 1711.

“Dividend Record Date” has

the meaning specified in Section 1704.

“Dollar” or the sign “$”

means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time of payment is legal tender

for the payment of public and private debts.

“DTC” means The Depository

Trust Company and any successor to DTC in its capacity as depository for any Securities.

“ECU” means the European Currency

Unit as defined and revised from time to time by the Council of the European Communities. “Euroclear” means Morgan

Guaranty Trust Company of New York, Brussels office, or its successor, as operator of the Euroclear System.

“European Communities” means

the European Economic Community, the European Coal and Steel Community and the European Atomic Energy Community.

“European Monetary System”

means the European Monetary System established by the Resolution of December 5, 1978 of the Council of the European Communities.

“Event of Default” has the

meaning specified in Article Five.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended, as in force at the date as of which this Indenture was executed; provided, however, that

in the event the Exchange Act is amended after such date, “Exchange Act” means to the extent required by any such amendment,

the Exchange Act as so amended.

“Exchange Date” has the meaning

specified in Section 304.

“FINRA” means the Financial

Industry Regulatory Authority, Inc.

“Foreign Currency” means any

currency, currency unit or composite currency, including, without limitation, the ECU issued by the government of one or more countries

other than the United States of America or by any recognized confederation or association of such governments.

“GAAP” means, except as otherwise

provided herein, generally accepted accounting principles, as in effect from time to time, as used in the United States applied on a

consistent basis.

“Global Security” means a Security

evidencing all or a part of a series of Securities issued to and registered in the name of the depository for such series, or its nominee,

in accordance with Section 305, and bearing the legend prescribed in Section 203.

“Government Obligations” means

(i) securities which are (A) direct obligations of the United States of America or the government which issued the Foreign

Currency in which the Securities of a particular series are payable, for the payment of which its full faith and credit is pledged or

(B) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America

or such government which issued the Foreign Currency in which the Securities of such series are payable, the payment of which is unconditionally

guaranteed as a full faith and credit obligation by the United States of America or such other government, which, in either case, are

not callable or redeemable at the option of the issuer thereof, and (iii) a depository receipt issued by a bank or trust company

as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government

Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by

law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any

amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government

Obligation evidenced by such depository receipt.

“Guaranty” by any Person means

any Obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness of any other Person (the “primary obligor”)

in any manner, whether directly or indirectly, and including, without limitation, every Obligation of such Person (i) to purchase

or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for

the purchase of) any security for the payment of such Indebtedness, (ii) to purchase property, securities or services for the purpose

of assuring the holder of such Indebtedness of the payment of such Indebtedness or (iii) to maintain working capital, equity capital

or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness;

provided, however, that a Guaranty by any Person shall not include endorsements by such Person for collection or deposit,

in either case in the ordinary course of business. The terms “Guaranteed,” “Guaranteeing” and “Guarantor”

shall have meanings correlative to the foregoing.

“Holder” means, in the case

of a Registered Security, the Person in whose name a Security is registered in the Security Register and, in the case of a Bearer Security,

the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof.

“Indebtedness” means, with

respect to any Person, without duplication, (i) any Obligation of such Person relating to any indebtedness of such Person (A) for

borrowed money (whether or not the recourse of the lender is to the whole of the assets, of such person or only to a portion thereof),

(B) evidenced by notes, debentures or similar instruments (including purchase money obligations) given in connection with the acquisition

of any property or assets (other than trade accounts payable for inventory or similar property acquired in the ordinary course of business),

including securities, for the payment of which such Person is liable, directly or indirectly, or the payment of which is secured by a

lien, charge or encumbrance on property or assets of such Person, (C) for goods, materials or services purchased in the ordinary

course of business (other than trade accounts payable arising in the ordinary course of business), (D) with respect to letters of

credit or bankers acceptances issued for the account of such Person or performance, surety or similar bonds, (E) for the payment

of money relating to a capitalized lease Obligation or (F) under interest rate swaps, caps or similar agreements and foreign exchange

contracts, currency swaps or similar agreements; (ii) any liability of others of the kind described in the preceding clause (i),

which such Person has Guaranteed or which is otherwise its legal liability; and (iii) any and all deferrals, renewals, extensions

and refunding of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding clauses

(i) or (ii).

“Indenture” means this instrument

as originally executed or as it may be supplemented or amended from time to time by one or more indentures supplemental hereto entered

into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated

by Section 301; provided, however, that, if at any time more than one Person is acting as Trustee under this instrument,

“Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument

as originally executed or as it may be supplemented or amended from time to time by one or more indentures supplemental hereto entered

into pursuant to the applicable provisions hereof and shall include the terms of the or those particular series of Securities for which

such Person is Trustee established as contemplated by Section 301, exclusive, however, of any provisions or terms which relate solely

to other series of Securities for which such Person is Trustee, regardless of when such terms or provisions were adopted, and exclusive

of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had

become such Trustee but to which such Person, as such Trustee, was not a party.

“Indexed Security” means a

Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal

face amount thereof at original issuance.

“Interest,” when used with

respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, shall mean interest payable after

Maturity.

“Interest Payment Date,” when

used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Make-Whole Amount,” when used

with respect to any Security, means the amount, if any, in addition to principal (and accrued interest thereon, if any) which is required

by a Security, under the terms and conditions specified therein or as otherwise specified as contemplated by Section 301, to be

paid by the Company to the Holder thereof in connection with any optional redemption or accelerated payment of such Security.

“mandatory sinking fund payment”

has the meaning specified in Section 1201.

“Market Value of the Distribution”

has the meaning specified in Section 1704.

“Maturity,” when used with

respect to any Security, means the date on which the principal (or, if the context so requires, in the case of an Original Issue Discount

Security, or lesser amount or, in the case of an Indexed Security, an amount determined in accordance with the specified terms of that

Security) of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated

Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise.

“Obligation” of any Person

with respect to any specified Indebtedness means any obligation of such Person to pay principal, premium, interest (including interest

accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person, whether or not a claim for

such post-petition interest is allowed in such proceeding), penalties, reimbursement or indemnification amounts, fees, expenses or other

amounts relating to such Indebtedness.

“Officers’ Certificate”

means a certificate signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or a Vice President

(whether or not designated by a number or word or words added before or after the title “Vice President”), and by the Treasurer,

an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

“Opinion of Counsel” means

a written opinion of counsel, who may be counsel for the Company or who may be an employee of or other counsel for the Company and who

shall be satisfactory to the Trustee.

“optional sinking fund payment”

has the meaning specified in Section 1201.

“Original Issue Discount Security”

means any Security which provides for an amount (excluding any amounts attributable to accrued but unpaid interest thereon) less than

the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

“Outstanding,” when used with

respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture,

except:

(i)           Securities

theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(ii)          Securities,

or portions thereof, for whose payment or redemption (including repayment at the option of the Holder) money in the necessary amount

has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in

trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities and any coupons appertaining

thereto; provided, however, that, if such Securities are to be redeemed, notice of such redemption has been duly given

pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(iii)         Securities,

except to the extent provided in Sections 1402 and 1403, with respect to which the Company has effected Defeasance and/or Covenant Defeasance

as provided in Article Fourteen; and

(iv)         Securities

which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and

delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee

proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations

of the Company.

provided,

however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any

request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes,

and for the purpose of making the calculations required by TIA Section 313, (i) the principal amount of an Original Issue Discount

Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose

shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such

determination, upon a declaration of acceleration of the maturity thereof pursuant to Section 502, (ii) the principal amount

of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed

Outstanding for such purpose shall be equal to the Dollar equivalent, determined pursuant to Section 301 as of the date such Security

is originally issued by the Company, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent

as of such date of original issuance of the amount determined as provided in clause (i) above) of such Security, (iii) the

principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed outstanding

for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided

with respect to such Security pursuant to Section 301, and (iv) Securities owned by the Company or any other obligor upon the

Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that,

in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization,

direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall

be so disregarded. Securities owned as provided in clause (iv) above which have been pledged in good faith may be regarded as Outstanding

if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and

that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee

in accordance with such advice.

“Paying Agent” means any Person

authorized by the Company to pay the principal of (and premium or Make-Whole Amount, if any) or interest on any Securities or coupons

on behalf of the Company.

“Payment Blockage Notice” and

“Payment Blockage Period” have the respective meanings specified in Section 1603.

“Person” means 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, or any other entity or organization.

“Place of Payment,” when used

with respect to the Securities of or within any series, means the place or places where the principal of (and premium or Make-Whole Amount,

if any) and interest on such Securities are payable as specified as contemplated by Sections 301 and 1002.

“Predecessor Security” of any

particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security;

and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu

of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated, destroyed, lost or stolen coupon appertains shall

be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed,

lost or stolen coupon appertains.

“Preferred Stock” means, with

respect to any Person, all capital stock issued by such Person that is entitled to a preference or priority over any other capital stock

issued by such Person with respect to any distribution of such Person’s assets, whether by dividend or upon any voluntary or involuntary

liquidation, dissolution or winding up.

“Proceeding” has the meaning

specified in Section 1602.

“Redemption Date,” when used

with respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price,” when used

with respect to any Security to be redeemed, means the price specified in the related Officers’ Certificate or supplemental indenture

contemplated by and pursuant to Section 301, at which it is to be redeemed pursuant to this Indenture.

“Reference Date” has the meaning

specified in Section 1704.

“Registered Security” shall

mean any Security which is registered in the Security Register.

“Regular Record Date” for the

interest payable on any Interest Payment Date on the Registered Securities of or within any series means the date specified for that

purpose as contemplated by Section 301, whether or not a Business Day.

“Repayment Date” means, when

used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment by or pursuant to this

Indenture.

“Repayment Price” means, when

used with respect to any Security to be repaid at the option of the Holder, the price at which it is to be repaid by or pursuant to this

Indenture.

“Responsible Officer,” when

used with respect to the Trustee, means any Vice President (whether or not designated by a number or a word or words added before or

after the title “Vice President”), Assistant Vice President, Trust Officer or Assistant Trust Officer working in its Corporate

Trust Department, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above

designated officers and working in its Corporate Trust Department, and also means, with respect to a particular corporate trust matter,

any other officer to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject

and who shall have direct responsibility for the administration of this Indenture.

“Rights” has the meaning specified

in Section 1704.

“Rights Record Date” has the

meaning specified in Section 1704.

“Securities Payment” has the

meaning specified in Section 1602.

“Security” and “Securities”

has the meaning stated in the first recital of this Indenture and, more particularly, means any Security or Securities authenticated

and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee

under this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning

stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture,

exclusive, however, of Securities of any series as to which such Person is not Trustee.

“Security Register” and “Security

Registrar” have the respective meanings specified in Section 305.

“Senior Indebtedness” means

Indebtedness of the Company, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed

by the Company, other than the following: (1) any Indebtedness as to which, in the instrument evidencing such Indebtedness or pursuant

to which such Indebtedness was issued, it is expressly provided that such Indebtedness is subordinate in right of payment to all Indebtedness

of the Company not expressly subordinated to such Indebtedness; (2) any Indebtedness which by its terms refers explicitly to the

Securities and states that such Indebtedness shall not be senior, shall be pari passu or shall be subordinated in right of payment

to the Securities; and (3) with respect to any series of Securities, any Indebtedness of the Company evidenced by Securities of

the same or of another series. Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness shall not include: (a) Indebtedness

of or amounts owed by the Company for compensation to employees, or for goods, materials or services purchased in the ordinary course

of business, or (b) Indebtedness of the Company to a Subsidiary of the Company.

A “Series” of Securities means

all securities denoted as part of the same series authorized by or pursuant to a particular Board Resolution.

“Short Term Rights” has the

meaning specified in Section 1704.

“Significant Subsidiary” means

any Subsidiary which is a “significant subsidiary” (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated

under the Securities Act of 1933, as amended) of the Company.

“Special Record Date” for the

payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed by the Company pursuant to

Section 307.

“Stated Maturity,” when used

with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security or

a coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of principal

or interest is due and payable.

“Subsidiary” means, with respect

to any Person, any corporation, limited liability company, partnership or other entity of which a majority of (i) the voting power

of the voting equity securities or (ii) the outstanding equity interests are owned, directly or indirectly, by such Person. For

the purposes of this definition, “voting equity securities” means equity securities having voting power for the election

of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

“Trading Day” means any day

on which the New York Stock Exchange is open for business.

“Trigger Events” has the meaning

specified in Section 1704.

“Trust Indenture Act” or “TIA”

means the Trust Indenture Act of 1939, as amended and as in force at the date as of which this Indenture was executed, except as provided

in Section 905.

“Trustee” means the Person

named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant

to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a

Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” as

used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series.

“Unadjusted Distribution” has

the meaning specified in Section 1704.

“United States” means, unless

otherwise specified with respect to any Securities pursuant to Section 301, the United States of America (including the states and

the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

“United States Person” means,

unless otherwise specified with respect to any Securities pursuant to Section 301, an individual who is 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 or an estate

or trust the income of which is subject to United States Federal income taxation regardless of its source.

“Yield to Maturity” means the

yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination of interest

on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation principles.

Section 102.       Compliance

Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of

this Indenture, the Company shall furnish to the Trustee 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 request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such

particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance

with a condition or covenant provided for in this Indenture (including certificates delivered pursuant to Section 1008) shall include:

(1)           a

statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein relating

thereto;

(2)           a

brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

(3)           a

statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to

express an informed opinion as to whether or not such condition or covenant has been complied with; and

(4)           a

statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 103.       Form of

Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any

specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that

they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters

and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one

or several documents.

Any certificate or opinion of an officer of the

Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a certificate or representations by counsel,

unless such officer knows, or in the exercise of reasonable care should know, that the opinion, certificate or representations with respect

to the matters upon which his certificate or opinion is based are erroneous. Any such Opinion of Counsel or certificate or representations

may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers

of the Company stating that the information as to such factual matters is in the possession of the Company, unless such counsel knows,

or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are

erroneous.

Where any Person is required to make, give or

execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they

may, but need not, be consolidated and form one instrument.

Section 104.       Acts

of Holders.

(a)           Any

request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by

Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one

or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing. If Securities

of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action

provided by this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced

by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing,

at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen,

or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective

when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the

Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes

referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of

execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient

for any purpose of this Indenture and conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company,

if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided

in Section 1506.

(b)           The

fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution

or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual

signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity

other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and

date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any

other reasonable manner which the Trustee deems sufficient.

ownership of Registered Securities shall be proved by the Security Register. As to any matter relating to beneficial ownership interests

in any Global Security, the appropriate depository’s records shall be dispositive for purposes of this Indenture.

(d)           The

ownership of Bearer Securities may be proved by the production of such Bearer Securities or by a certificate executed, as depository,

by any trust company, bank, banker or other depository, 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 depository, 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 ownership of Bearer

Securities may also be proved in any other manner which the Trustee deems sufficient.

(e)           If

the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver

or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination

of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall

have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant

to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally

in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand,

authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of

record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of

the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction,

notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided

that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become

effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

(f)           Any

request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future

Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or upon the conversion

thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, any Security

Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether or not notation of such action is made

upon such Security.

Section 105.       Notices, etc.,

to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document

provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1)           the

Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished, filed or mailed, first

class postage prepaid in writing to or with the Trustee at One Federal Street, 3rd Floor, Boston, Massachusetts 02110 or at any other

address previously furnished in writing to the Company by the Trustee, Attention: Global Corporate Trust Services; or

(2)           the

Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)

if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified

in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company, Attention:

Principal Financial Officer.

Notwithstanding the foregoing, the Trustee shall

have the right to accept and act upon any notice, instruction, or other communication, including any funds transfer instruction, (each,

a “Notice”) received pursuant to this Agreement by electronic transmission (including by e-mail, facsimile transmission,

web portal or other electronic methods) and shall not have any duty to confirm that the person sending such Notice is, in fact, a person

authorized to do so. Electronic signatures believed by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including

electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature

provider identified by any other party hereto and acceptable to the Trustee) shall be deemed original signatures for all purposes. Each

other party to this Agreement assumes all risks arising out of the use of electronic signatures and electronic methods to send Notices

to the Trustee, including without limitation the risk of the Trustee acting on an unauthorized Notice and the risk of interception or

misuse by third parties. Notwithstanding the foregoing, the Trustee may in any instance and in its sole discretion require that a Notice

in the form of an original document bearing a manual signature be delivered to the Trustee in lieu of, or in addition to, any such electronic

Notice.

Section 106.       Notice

to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the

Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage

prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than the latest

date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. In any case where notice to Holders

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 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. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively

deemed to have been received by such Holder, whether or not such Holder actually receives such notice.

If by reason of the suspension of or irregularities

in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification

to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such

Holders for every purpose hereunder.

Except as otherwise expressly provided herein

or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders

of Bearer Securities of any event, such notice shall be sufficiently given if published in an Authorized Newspaper in The City of New

York and in such other city or cities as may be specified in such Securities on a Business Day, such publication to be not later than

the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall

be deemed to have been given on the date of such publication or, if published more than once, on the date of the first such publication.

If 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 to Holders of Bearer Securities as shall be given with prior

notice to the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice

by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect

the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered

Securities given as provided herein.

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.

Where this Indenture provides for notice in any

manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such

waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not

be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 107.       Counterparts;

Effect of Headings and Table of Contents. This Indenture may be executed in any number of counterparts, each of which so executed

shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture. The Article and

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

Section 108.       Successors

and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed

or not.

Section 109.       Severability

Clause. In case any provision in this Indenture or in any Security or coupon shall be held invalid, illegal or unenforceable, the validity,

legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 110.       Benefits

of Indenture. Nothing in this Indenture or in the Securities or coupons, if any, express or implied, shall give to any Person, other

than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders

any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 111.       Governing

Law. This Indenture and the Securities and coupons shall be governed by and construed in accordance with the laws of the State of New

York. This Indenture is subject to the provisions of the TIA that are required to be part of this Indenture and shall, to the extent

applicable, be governed by such provisions.

Section 112.       Legal

Holidays. In any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or

Maturity of any Security or the last date on which a Holder has the right to convert or exchange a Security shall not be a Business Day

at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Security or coupon other than a provision

in the Securities of any series which specifically states that such provision shall apply in lieu hereof), payment of interest or principal

(and premium or Make-Whole Amount, if any) or conversion or exchange of such Security need not be made at such Place of Payment on such

date, but (except as otherwise provided in the supplemental indenture with respect to such Security) may be made on the next succeeding

Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment

Date or sinking fund payment date, or at the Stated Maturity or Maturity, or on such last day for conversion or exchange, provided that

no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repayment

Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be.

Section 113.       Limited

Liability; Immunity of Stockholders, Directors, Officers and Agents of the Company. Notwithstanding any other provision of this

Indenture or of the Securities of any series to the contrary, no recourse under or upon any obligation, covenant or agreement contained

in this Indenture or in any Security, or for the payment of any sums due on account of any indebtedness evidenced thereby, including

without limitation principal, premium or interest, if any, or for any claim based on this Indenture or any Security or otherwise in respect

of this Indenture or any Security, shall be had, whether by levy or execution or otherwise, against (i) the Company, the Company’s

assets or against any past, present or future stockholder, employee, officer, director or agent, as such, of the Company or any successor,

either directly or through the Company or any successor, under any rule of law, statute, constitutional provision or by the enforcement

of any assessment or penalty, or by any legal or equitable proceeding or otherwise, nor shall any such parties be personally liable for

any such amounts, obligations or claims, or liable for any deficiency judgment based thereon or with respect thereto, it being expressly

understood that the sole remedies hereunder or under any other document with respect to the Securities against such parties with respect

to such amounts, obligations or claims shall be against the Company and that all such liability of and recourse against such parties

is expressly waived and released by the acceptance of the Securities by the Holders and as part of the consideration for the issue of

the Securities.

Section 114.       Conflict

with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required or deemed

to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision

of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision

shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

ARTICLE Two

– SECURITIES FORMS

Section 201.       Forms

of Securities. The Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons

shall be substantially in the form of Exhibit A hereto or in such other form as shall be established in one or more indentures

supplemental hereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 301, shall have

such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture

supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements

placed 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 over-the-counter

market or securities exchange, on which the Securities may be quoted or listed, or to conform to usage.

Unless otherwise specified as contemplated by

Section 301, Bearer Securities shall have interest coupons attached.

The definitive Securities and coupons shall be

printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders

or mechanically reproduced on safety paper or may be produced in any other manner, all as determined by the officers executing such Securities

or coupons, as evidenced by their execution of such Securities or coupons.

Section 202.       Form of

Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be

in substantially the following form:

This is one of the Securities of the series designated

therein referred to in the within-mentioned Indenture.

U.S. Bank Trust Company, National

Association,

as Trustee

Dated:

By:

Authorized Signatory

Section 203.       Securities

Issuable in Global Form. If Securities of or within a series are issuable in the form of one or more Global Securities, then, notwithstanding

clause (8) of Section 301 and the provisions of Section 302, any such Global Security or Securities may provide that it

or they shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the

terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities of such series

represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of any Global Security to reflect

the amount, or any increase or decrease in the amount, or changes in the rights of Holders thereof, of Outstanding Securities represented

thereby shall be made (or caused to be made) by the Trustee or the Security Registrar in such manner or by such Person or Persons as

shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the

provisions of Section 303 and, if applicable, Section 304, the Trustee or the Security Registrar shall deliver and redeliver

any Global Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or

in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any

instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in writing but need not

comply with Section 102 and need not be accompanied by an Opinion of Counsel.

The provisions of the last sentence of Section 303

shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the Company

delivers to the Trustee or the Security Registrar the Global Security together with written instructions (which need not comply with

Section 102 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 303.

Notwithstanding the provisions of Section 307,

unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount, if any,

and interest on any Global Security in permanent global form shall be made to the registered Holder thereof.

Notwithstanding the provisions of Section 308

and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat

as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security (i) in the case of a

permanent Global Security in registered form, the Holder of such permanent Global Security in registered form, or (ii) in the case

of a permanent Global Security in bearer form, Euroclear or Clearstream.

Any Global Security authenticated and delivered

hereunder shall bear a legend in substantially the following form:

“This Security is a Global Security within

the meaning set forth in the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.

This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the

limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the

Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or its nominee

to a successor Depository or its nominee.”

ARTICLE Three

– THE SECURITIES

Section 301.       Amount

Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this

Indenture is unlimited.

The Securities may be issued in one or more series

whether the Securities of such series will be secured or unsecured, and if secured, a description of the collateral and the terms related

thereto; each of which shall be authorized pursuant to Board Resolutions of the Company. There shall be established in one or more

Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth in an

Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any

series:

(1)           The

title of the Securities of the series, including “CUSIP” numbers (which shall distinguish the Securities of such series from

all other series of Securities);

(2)           Any

limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture

(except for Securities authenticated and delivered upon registration of transfer of, or upon conversion of, or in exchange for, or in

lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305) and the minimum authorized denominations

with respect to the Securities of such series;

(3)           The

price (expressed as a percentage of the principal amount thereof) at which such Securities will be issued and, if other than the principal

amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or (if applicable)

the portion of the principal amount of such Securities that is convertible into Common Stock or the method by which any such portion

shall be determined.

(4)           If

convertible, the terms on which such Securities are convertible, including the initial conversion price or rate and the conversion period

and any applicable limitations on the ownership or transferability of Common Stock or Preferred Stock receivable on conversion;

(5)           The

date or dates, or the method for determining such date or dates, on which the principal of such Securities will be payable;

(6)           The

rate or rates (which may be fixed or variable), or the method by which such rate or rates shall be determined, at which such Securities

will bear interest, if any;

(7)           The

date or dates, or the method for determining such date or dates, from which any such interest will accrue, the Interest Payment Dates

on which any such interest will be payable, the Regular Record Dates for such Interest Payment Dates, or the method by which such dates

shall be determined, the Persons to whom such interest shall be payable, and the basis upon which interest shall be calculated if other

than that of a 360-day year of twelve 30-day months;

(8)           The

Make-Whole Amount, if any, or method for determining the Make-Whole Amount, if any, payable with respect to such Securities, and the

terms upon which such amount, if any, will be payable;

(9)           The

place or places where the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities will be payable,

where such Securities may be surrendered for registration of transfer or conversion or exchange and where notices or demands to or upon

the Company in respect of such Securities and this Indenture may be served;

(10)         The

period or periods, if any, within which, the price or prices at which and the other terms and conditions upon which such Securities may,

pursuant to any optional or mandatory redemption provisions, be redeemed, as a whole or in part, at the option of the Company;

(11)         The

obligation, if any, of the Company to redeem, repay or purchase such Securities pursuant to any sinking fund or analogous provision or

at the option of a Holder thereof, and the period or periods within which, the price or prices at which and the other terms and conditions

upon which such Securities will be redeemed, repaid or purchased, as a whole or in part, pursuant to such obligation;

(12)         If

other than Dollars, the currency or currencies in which such Securities are denominated and payable, which may be a foreign currency

or units of two or more foreign currencies or a composite currency or currencies, the manner of determining the equivalent thereof in

Dollars for purposes of the definition of “Outstanding” in Section 101, and the terms and conditions relating thereto;

(13)         Whether

the amount of payments of principal of (and premium or Make-Whole Amount, if any, including any amount due upon redemption, if any) or

interest on such Securities may be determined with reference to an index, formula or other method (which index, formula or method may,

but need not be, based on the yield on or trading price of other securities, including United States Treasury securities or on a currency,

currencies, currency unit or units, or composite currency or currencies) and the manner in which such amounts shall be determined;

(14)         Whether

the principal of (and premium or Make-Whole Amount, if any) or interest on the Securities of the series are to be payable, at the election

of the Company or a Holder thereof, in a currency or currencies, currency unit or units or composite currency or currencies other than

that in which such Securities are denominated or stated to be payable, the period or periods within which, and the terms and conditions

upon which, such election may be made, and the time and manner of, and identity of the exchange rate agent with responsibility for, determining

the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which such Securities

are denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies in

which such Securities are to be so payable;

(15)         Provisions,

if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;

(16)         Any

deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to Securities of the

series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;

(17)         Whether

and under what circumstances the Company will pay any additional amounts on such Securities in respect of any tax, assessment or governmental

charge and, if so, whether the Company will have the option to redeem such Securities in lieu of making such payment;

(18)         Whether

Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions

applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged

for Registered Securities of the series and vice versa (if permitted by applicable laws and regulations), whether any Securities of the

series are to be issuable initially in temporary global form 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, or

shall be required to, 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, or shall be required to, occur, if other than in the manner provided in the

Indenture, and, if Registered Securities of the series are to be issuable as a Global Security, the identity of the depository for such

series;

(19)         The

date as of which any Bearer Securities of the series and any temporary Global Security representing outstanding Securities of the series

shall be dated if other than the date of original issuance of the first Security of the series to be issued;

(20)         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, and 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 herein; provided,

however, in each case, that the manner of determining such Person or making such payment shall be acceptable to the Trustee (as

not imposing on it any undue administrative burden or risk of liability);

(21)         The

applicability, if any, of the Defeasance and Covenant Defeasance provisions of Article Fourteen hereof to the Securities of the

series;

(22)         The

obligation, if any, of the Company to permit the conversion of the Securities of such series into Common Stock or Preferred Stock, as

the case may be, and the terms and conditions upon which such conversion shall be effected (including, without limitation, the initial

conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the

reservation of such shares for purposes of conversion);

(23)         If

the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security

of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or

terms of such certificates, documents or conditions;

(24)         Designation

of the Trustee, if different from the Trustee under the Indenture, with respect to such series and the terms applicable to such Trustee

(which shall be accepted by such Trustee by its execution and delivery of a supplemental indenture as provided therein); and

(25)         Any

other terms of the series (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or

delete any of the terms of this Indenture with respect to such series).

All Securities of any one series and the coupons

appertaining to any Bearer Securities of such series shall be substantially identical except, in the case of Registered Securities, as

to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 303) and set

forth in such Officers’ Certificate or in any such indenture supplemental hereto. All Securities of any one series need not be

issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of

additional Securities of such series.

If any of the terms of the Securities of any series

are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action(s) shall

be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the

Officers’ Certificate setting forth the terms of the Securities of such series.

Section 302.       Denominations.

The Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. With

respect to Securities of any series denominated in Dollars, in the absence of any such provisions with respect to the Securities of any

series, the Securities of such series, other than Global Securities (which may be of any denomination), shall be issuable in denominations

of $1,000 and any integral multiple thereof or the equivalent amounts thereof in the case of Securities denominated in the Foreign Currency

or currency unit.

Section 303.       Execution,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company

by its Chairman of the Board, its Chief Executive Officer, its President, or one of its Vice Presidents, under its corporate seal reproduced

thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities

and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise

reproduced on the Securities.

Securities and coupons bearing the manual or facsimile

signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals

or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices

at the date of such Securities or coupons.

At any time and from time to time after the execution

and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed

by the Company to the Trustee for authentication, together with a Company Order (accompanied by a copy of the Board Resolution or supplemental

indenture contemplated by Section 301) and an Officers’ Certificate and Opinion of Counsel in accordance with Section 102

for the authentication and delivery of such Securities ), and the Trustee in accordance with the Company Order shall authenticate and

deliver such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be

mailed or otherwise delivered to any location in the United States; and provided further that, unless otherwise specified with

respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original

issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or Clearstream,

as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified

by the Company with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier

of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such

Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a

permanent Global Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner’s interest

therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery

in connection with its original issuance of such beneficial owner’s interest in such permanent Global Security. Except as permitted

by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then

matured have been detached and canceled.

If all the Securities of any series are not to

be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order

may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities

of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating

such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall

be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

(i)           an

Opinion of Counsel stating that

(a)           the

form or forms of such Securities and any coupons have been established in conformity with the provisions of this Indenture;

(b)           the

terms of such Securities and any coupons have been established in conformity with the provisions of this Indenture; and

Securities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the

Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance

with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will

constitute legal, valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to applicable

bankruptcy, insolvency, fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting

the enforcement of creditors’ rights generally and to general equitable principles; and

(ii)          an

Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Securities

have been complied with and that, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect

to any of the Securities shall have occurred and be continuing.

If such form or terms have been so established,

the Trustee shall not be required to authenticate such Securities (or to enter into the related supplemental indenture, if applicable)

if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities

under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the

generality of the foregoing, the Trustee will not be required to authenticate Securities denominated in a foreign currency if the Trustee

reasonably believes that it would be unable to perform its duties with respect to such Securities.

Notwithstanding the provisions of Section 301

and of the preceding paragraph, if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver

an Officers’ Certificate otherwise required pursuant to Section 301 or a Company Order, or an Opinion of Counsel or an Officers’

Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but such

order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before the time

of issuance of the first Security of such series.

Each Registered Security shall be dated the date

of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 301.

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 Security to which such

coupon appertains a certificate of authentication substantially in the form provided for herein duly executed by the Trustee (subject

to Section 611) by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence,

and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this

Indenture. Notwithstanding the foregoing, if any Security (including a Global 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 309 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion

of Counsel) 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 304.       Temporary

Securities.

(a)           Pending

the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate

and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized

denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized,

in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other

variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities.

In the case of Securities of any series, such temporary Securities may be in global form.

Except in the case of temporary Global Securities

(which shall be exchanged as otherwise provided herein or as otherwise provided in or pursuant to a Board Resolution or supplemental

indenture pursuant to Section 301), if temporary Securities of any series are issued, the Company will cause definitive Securities

of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary

Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of

such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender

for cancellation of any one or more temporary Securities of any series (accompanied by any non-matured coupons appertaining thereto),

the Company shall execute (in accordance with a Company Order delivered at or prior to the authentication of the first definitive security

to such series) and the Trustee upon Company Order shall authenticate and deliver in exchange therefor a like principal amount of definitive

Securities of the same series of authorized denominations; provided, however, that no definitive Bearer Security shall

be delivered in exchange for a temporary Registered Security; and provided further 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 303. Until so

exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive

Securities of such series.

(b)           Unless

otherwise provided in or pursuant to a Board Resolution or supplemental indenture pursuant to Section 301, the following provisions

of this Section 304(b) shall govern the exchange of temporary Securities other than through the facilities of the DTC. If any

such temporary Security is issued in global form, then such temporary Global Security shall, unless otherwise provided therein, be delivered

to the London office of a depository or common depository upon and pursuant to written direction of the Company (the “Common Depository”),

for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to

such other accounts as they may direct).

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 (the “Exchange Date”),

the Company shall deliver to the Trustee definitive Securities, 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 surrendered by the Common

Depository to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for

definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary

Global Security, an equal 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. The definitive Securities to be delivered in exchange for any

such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered

form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified,

as requested by the beneficial owner thereof (as directed by or pursuant to information provided by the Common Depository); provided,

however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depository,

such temporary Global Security shall be accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear

as to the portion of such temporary Global Security held for its account then to be exchanged and a certificate dated the Exchange Date

or a subsequent date and signed by Clearstream as to the portion of such temporary Global Security held for its account then to be exchanged,

each in the form set forth in Exhibit B-2 to this Indenture or in such other form as may be established pursuant to Section 301;

and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security

only in compliance with the requirements of Section 303.

Unless otherwise specified in such temporary Global

Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be exchanged for definitive

Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream,

as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate

in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301),

dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear

and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise

specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary

Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the

like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive

Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only to an address

located outside the United States.

Until exchanged in full as hereinabove provided,

the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities

of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by

Section 301, interest payable on a temporary Global Security on an Interest Payment Date for Securities of such series occurring

prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear

and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to this Indenture (or

in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest

Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary Global Security on such Interest Payment

Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to

the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit B-1 to this Indenture (or

in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the

certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and

of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary

Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and

of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed

by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to

a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall

have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein

provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid

to the Company.

With respect to Exhibit B-1 or B-2 to this

Indenture, the Company may, in its discretion and if required or desirable under applicable law, substitute one or more other forms of

such exhibits for such exhibits, eliminate the requirement that any or all certificate be provided, or change the time that any certificate

may be required, provided that such substitute form or forms or notice of elimination or change of such certification requirement

have theretofore been delivered to the Trustee with a Company Request and such form or forms, elimination or change is reasonably acceptable

to the Trustee.

Section 305.       Registration,

Registration of Transfer, Conversion and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee

or in any office or agency of the Company in a Place of Payment a register for each series of Securities (the registers maintained in

such office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred to collectively as the

“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for

the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or

any other form capable of being converted into written form within a reasonable time. The Trustee, at its Corporate Trust Office, is

hereby initially appointed “Security Registrar” for the purpose of registering Registered Securities and transfers of Registered

Securities on such Security Register as herein provided, and for facilitating exchanges of temporary global Securities for permanent

global Securities or definitive Securities, or both, or of permanent global Securities for definitive Securities, or both, as herein

provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine, and be provided a copy

of, the Security Register at all reasonable times. In acting hereunder and in connection with the Securities, the Security Registrar

shall act solely as an agent of the Company, and will not thereby assume any obligations towards or relationship of agency or trust for

or with any Holder.

Subject to the provisions of this Section 305,

upon surrender for registration of transfer of any Registered Security of any series at any office or agency of the Company in a Place

of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated

transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate

principal amount, bearing a number not contemporaneously outstanding, and containing identical terms and provisions.

Subject to the provisions of this Section 305,

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 denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions,

upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any such Registered Securities are

so surrendered for exchange, the Company shall execute, and upon Company Order the Trustee shall authenticate and deliver, the Registered

Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities

as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities.

If (but only if) permitted by the applicable Board

Resolution and (subject to Section 303) set forth in the applicable Officers’ Certificate, or in any indenture supplemental

hereto, delivered as contemplated by Section 301, 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 and all matured coupons in

default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured

coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds

acceptable to the Company (or to the Trustee for the Security in case of matured coupons in default) 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 Security 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, however, that, except as otherwise

provided in Section 1002, 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. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered

at any such office or agency in a permitted 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 Regular 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, 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 upon Company Order the Trustee shall authenticate

and deliver, the Securities which the Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise

specified as contemplated by Section 301, any permanent Global Security shall be exchangeable only as provided in this paragraph.

If the depository for any permanent Global Security is DTC, then, unless the terms of such Global Security expressly permit such Global

Security to be exchanged in whole or in part for definitive Securities, a Global Security may be transferred, in whole but not in part,

only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such Global Security selected or approved by the

Company or to a nominee of such successor to DTC. If at any time DTC notifies the Company that it is unwilling or unable to continue

as depository for the applicable Global Security or Securities or if at any time DTC ceases to be a clearing agency registered under

the Exchange Act if so required by applicable law or regulation, the Company shall appoint a successor depository with respect to such

Global Security or Securities. If (w) a successor depository for such Global Security or Securities is not appointed by the Company

within 90 days after the Company receives such notice or becomes aware of such unwillingness, inability or ineligibility, (x) the

Company delivers to the Trustee for Securities of such series in registered form a Company Order stating that the Securities of such

series shall be exchangeable, (y) an Event of Default has occurred and is continuing and the beneficial owners representing a majority

in principal amount of the applicable series of Securities represented by such Global Security or Securities advise DTC to cease acting

as depository for such Global Security or Securities or (z) the Company, in its sole discretion, determines at any time that all

Outstanding Securities (but not less than all) of any series issued or issuable in the form of one or more Global Securities shall no

longer be represented by such Global Security or Securities, then the Company shall execute, and upon a Company Order the Trustee shall

authenticate and deliver definitive Securities of like series, rank, tenor and terms in definitive form in an aggregate principal amount

equal to the principal amount of such Global Security or Securities. If any beneficial owner of an interest in a permanent global Security

is otherwise entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized

form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent

Global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such

interest may be so exchanged, the Company shall execute, and upon a Company Order the Trustee shall authenticate and deliver definitive

Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent Global

Security. On or after the earliest date on which such interests may be so exchanged, such permanent Global Security shall be surrendered

for exchange by DTC or such other depository as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s

agent for such purpose; provided, however, that no such exchanges may occur during a period beginning at the opening of

business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which

exchange is requested may be among those selected 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. 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 Regular 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 the opening of business at such office or agency on the related proposed

date for payment of Defaulted Interest, 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.

All Securities issued upon any registration of

transfer or conversion 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 conversion or exchange.

Every Registered Security presented or surrendered

for registration of transfer or for conversion, exchange or redemption shall (if so required by the Company or the Security Registrar)

be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar,

duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made to the Holder

for any registration of transfer or conversion or exchange of Securities, but the Company or the Trustee may require payment of a sum

sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or conversion

or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

The Company or the Trustee, as applicable, shall

not be required (i) to issue, register the transfer of or exchange any Security if such Security may be among those selected for

redemption during a period beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 1103

and ending at the close of business on (A) if such Securities are issuable only as Registered Securities, the day of the mailing

of the relevant notice of redemption and (B) if such Securities are issuable as Bearer Securities, the day of the first publication

of the relevant notice of redemption or, if such Securities are also issuable as Registered Securities and there is no publication, the

mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected

for redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not to

be redeemed, or (iii) 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 like tenor, provided that such Registered Security shall be simultaneously surrendered

for redemption, or (iv) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at

the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Furthermore, notwithstanding any other provision

of this Section 305, the Company will not be required to exchange any Securities if, as a result of the exchange, the Company would

suffer adverse consequences under any United States law or regulation.

The Trustee shall have no responsibility or obligation

to any beneficial owner of a global Security, a member of, or a participant in, DTC or other Person with respect to the accuracy of the

records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with

respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice

of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect

to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the

Securities shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case

of a global Security). The rights of beneficial owners in any global Security shall be exercised only through DTC subject to the applicable

rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with

respect to its members, participants and any beneficial owners.

The Trustee shall have no obligation or duty to

monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law

with respect to any transfer of any interest in any Security (including any transfers between or among DTC participants, members or beneficial

owners in any global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly

required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial

compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for

any actions taken or not taken by DTC.

Section 306.       Mutilated,

Destroyed, Lost and Stolen Securities. If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered

to the Trustee or the Company, together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee

to save each of them or any agent of either of them harmless, the Company shall execute and upon a Company Order the Trustee shall authenticate

and deliver in exchange therefor a new Security of the same series and principal amount, containing identical terms and provisions 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

to 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 execute

and upon a Company Order the Trustee shall authenticate and deliver, 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 principal amount, containing identical terms and provisions 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.

Notwithstanding the provisions of the previous

two paragraphs, 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, 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, pay such Security

or coupon if the applicant for such payment shall furnish to the Company and the Trustee for such Security such security or indemnity

as may be required by them to save each of them harmless, and in the case of destruction, loss or theft, evidence satisfactory to the

Company and Trustee and any agent of any of them of the destruction, loss or theft of such Security and the ownership thereof; provided,

however, that payment of principal of (and premium or Make-Whole Amount, if any), and interest, if any, on, Bearer Securities

shall, except as otherwise provided in Section 1002, be payable only at an office or agency located outside the United States and,

unless otherwise specified as contemplated by Section 301, any interest on Bearer Securities shall be payable only upon presentation

and surrender of the coupons appertaining thereto.

Upon the issuance of any new Security under this

Section, the Company, the Trustee, the Paying Agent or the Security Registrar may require the payment of a sum sufficient to cover any

tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the

Trustee, the Paying Agent or the Security Registrar) connected therewith.

Every new Security of any series with its coupons,

if any, 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 its coupons, if any, or the destroyed, lost or stolen coupon shall be at any time enforceable

by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities

of that series and their coupons, if any, duly issued hereunder.

The provisions of this Section are exclusive

and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,

lost or stolen Securities or coupons.

Section 307.       Payment

of Interest; Interest Rights Preserved. Except as otherwise specified with respect to a series of Securities in accordance with the

provisions of Section 301, interest on any Registered Security that is payable, and is punctually paid or duly provided for, on

any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered

at the close of business on the Regular Record Date for such interest payment at the office or agency of the Company maintained for such

purpose pursuant to Section 1002; provided, however, that each installment of interest on any Registered Security

may at the Company’s option be paid by (i) mailing a check for such interest, payable to or upon the written order of the

Person entitled thereto pursuant to Section 308, to the address of such Person as it appears on the Security Register or (ii) transfer

to an account maintained by the payee located inside the United States.

Unless otherwise provided as contemplated by Section 301

with respect to the Securities of any series, payment of interest may be made, in the case of a Bearer Security, by transfer to an account

maintained by the payee with a bank located outside the United States.

Unless otherwise provided as contemplated by Section 301,

every permanent Global Security will provide that interest, if any, payable on any Interest Payment Date will be paid to DTC, Euroclear

and/or Clearstream, as the case may be, with respect to that portion of such permanent Global Security held for its account by Cede &

Co. or the Common Depository, as the case may be, for the purpose of permitting such party to credit the interest received by it in respect

of such permanent Global Security to the accounts of the beneficial owners thereof.

In case a Bearer Security of any series is surrendered

in exchange for a Registered Security of such series after the close of business (at an office or agency in a Place of Payment for such

series) on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Interest Payment

Date, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date and interest will not be payable

on such Interest Payment Date 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.

Except as otherwise specified with respect to

a series of Securities in accordance with the provisions of Section 301, any interest on any Registered Security of any series that

is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”)

shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such

Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

(1)           The

Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or

their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted

Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest

proposed to be paid on each Registered Security of such series and the date of the proposed payment (which shall not be less than 20

days after such notice is received by the Trustee), and at the same time the Company shall deposit with the Trustee an amount of money

in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are

payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) equal to the aggregate amount

proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on

or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to

such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted

Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10

days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special

Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest

and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such series

at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee may, upon

written direction from the Company and in the name and at the expense of the Company, cause a similar notice to be published at least

once in an Authorized Newspaper in each Place of Payment, but such publications shall not be a condition precedent to the establishment

of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been

mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series (or

their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable

pursuant to the following clause (2). In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment

for such series in exchange for a Registered Security of such series after the close of business at such office or agency on 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,

such Bearer Security shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest will not

be payable on such proposed date of payment 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.

(2)           The

Company may make payment of any Defaulted Interest on the Registered Securities of any series in any other lawful manner not inconsistent

with the requirements of any over-the-counter market or securities exchange on which such Securities may be quoted or listed, and upon

such notice as may be required by such market or exchange, if, after notice given by the Company to the Trustee of the proposed payment

pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section and

Section 305, each Security delivered under this Indenture upon registration of transfer of or upon conversion of or in exchange

for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such

other Security.

Section 308.       Persons

Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent

of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security

for the purpose of receiving payment of principal of (and premium or Make-Whole Amount, if any), and (subject to Sections 305 and 307)

interest on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and

neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. All such payments

so made to any such Person, or upon such Person’s order, shall be valid, and, to the extent of the sum or sums so paid, effectual

to satisfy and discharge the liability for money 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 the Trustee may treat the Holder of any Bearer

Security and the Holder of any coupon as the absolute 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.

No holder of any beneficial interest in any Global

Security held on its behalf by a depository shall have any rights under this Indenture with respect to such Global Security and such

depository (which is the Holder of such security) shall be treated by the Company, the Trustee, and any agent of the Company or the Trustee

as the owner of such Global Security for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the Security

Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial

ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership

interests.

Notwithstanding the foregoing, with respect to

any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect

to any written certification, proxy or other authorization furnished by any depository, as a Holder, with respect to such Global Security

or impair, as between such depository and owners of beneficial interests in such Global Security, the operation of customary practices

governing the exercise of the rights of such depository (or its nominee) as Holder of such Global Security.

Section 309.       Cancellation.

All Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or conversion

or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to

the Trustee, and any such Securities and coupons and Securities and coupons surrendered directly to the Trustee for any such purpose,

upon direction by the Company, shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation

any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may

deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated

hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the

Company shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness

represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated

in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture.

Cancelled Securities and coupons held by the Trustee shall be disposed of by the Trustee in accordance with its customary practices (subject

to the record retention requirements of the Exchange Act).

Section 310.       Computation

of Interest. Except as otherwise specified as contemplated by Section 301 with respect to Securities of any series, interest

on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

Section 311.       CUSIP

Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee

shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any

such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as

contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities,

and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee

in writing of any change in the “CUSIP” numbers.

ARTICLE Four

– SATISFACTION AND DISCHARGE

Section 401.       Satisfaction

and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of

Securities specified in such Company Request (except as to any surviving rights of registration of transfer or conversion or exchange

of Securities of such series herein expressly provided for), and the Trustee, upon receipt of a Company Order, and at the expense of

the Company, shall execute instruments in form and substance satisfactory to the Trustee and the Company acknowledging satisfaction and

discharge of this Indenture as to such series when

(1)           either

(A)         all

Securities of such series theretofore authenticated and delivered 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 305, (ii) Securities and coupons of such series which have been destroyed,

lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Securities called

for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 1106, and

(iv) Securities and coupons of such series 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 1003) have been

delivered to the Trustee for cancellation; or

(B)         all

Securities of such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered

to the Trustee for cancellation

(i)           have

become due and payable, or

(ii)          will

become due and payable at their Stated Maturity within one year, or

(iii)         if

redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee

for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of

(i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for

the purpose an amount in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities

of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore

delivered to the Trustee for cancellation, for principal (and premium or Make-Whole Amount, if any) and interest to the date of such

deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2)           the

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

(3)           the

Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent

herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture,

the obligations of the Company to the Trustee and any predecessor Trustee under Section 606, the obligations of the Company to any

Authenticating Agent under Section 611 and, if money shall have been deposited with and held by the Trustee pursuant to subclause

(B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003

shall survive such satisfaction and discharge.

Section 402.       Application

of Trust Funds. Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant

to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons and this

Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the

Trustee may determine, to the Persons entitled thereto, of the principal (and premium or Make-Whole Amount, if any), and any interest

for whose payment such money has been deposited with or received by the Trustee, but such money need not be segregated from other funds

except to the extent required by law. In acting under this Indenture and in connection with the Securities, the Paying Agent shall act

solely as an agent of the Company, and will not thereby assume any obligations towards or relationship of agency or trust for or with

any Holder.

ARTICLE Five

– REMEDIES

Section 501.       Events

of Default. “Event of Default,” wherever used herein with respect to any particular series of Securities, means any one

of the following events (whatever the reason for such Event of Default and whether or not it shall be voluntary or involuntary or be

effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative

or governmental body):

(1)           default

in the payment of any interest on any Security of that series or of any coupon appertaining thereto, when such interest or coupon becomes

due and payable, and continuance of such default for a period of 30 days; or

(2)           default

in the payment of the principal of (or premium or Make-Whole Amount, if any, on) any Security of that series when it becomes due and

payable at its Maturity; or

(3)           default

in the deposit of any sinking fund payment, to the extent applicable to such series of Securities, when and as due by the terms of any

Security of that series; or

(4)           default

in the performance, or breach, of any covenant or warranty of the Company in this Indenture with respect to any Security of that series

(other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt

with or which has expressly been included in this Indenture solely for the benefit of a series of Securities other than that series),

and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the

Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities

of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice

of Default” hereunder; or

(5)           default

under any bond, debenture, note, mortgage, indenture or instrument under which there may be issued or by which there may be secured or

evidenced any indebtedness for money borrowed by the Company (or by any Subsidiary, the repayment of which the Company has guaranteed

or for which the Company is directly responsible or liable as obligor or guarantor), having an aggregate principal amount outstanding

of at least $30,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such

indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without

such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 30 days after there

shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders

of at least 10% in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring

the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such

notice is a “Notice of Default” hereunder; provided, however, that, subject to the provisions of Sections 601

and 602, the Trustee shall not be deemed to have knowledge of such default unless either (A) a Responsible Officer of the Trustee

shall have knowledge of such default or (B) a Responsible Officer of the Trustee shall have received written notice thereof from

the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other

instrument; or

(6)           the

Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A)         commences

a voluntary case,

(B)         consents

to the entry of an order for relief against it in an involuntary case,

to the appointment of a Custodian of it or for all or substantially all of its property, or

(D)         makes

a general assignment for the benefit of its creditors; or

(7)           a

court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)         is

for relief against the Company or any Significant Subsidiary in an involuntary case,

(B)         appoints

a Custodian of the Company or any Significant Subsidiary or for all or substantially all of either of its property, or

the liquidation of the Company or any Significant Subsidiary, and the order or decree remains unstayed and in effect for 90 days; or

(8)           any

other Event of Default provided with respect to Securities of that series.

As used in this Section 501, the term “Bankruptcy

Law” means title 11, U.S. Code or any similar Federal or state law for the relief of debtors and the term “Custodian”

means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.

Section 502.       Acceleration

of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs

and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding

Securities of that series may declare the principal amount (or, if Securities of that Series are Original Issue Discount Securities

or Indexed Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities of that series to

be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such

declaration such principal or specified portion thereof shall become immediately due and payable.

Any application by the Trustee for written instructions

from the requisite amount of Holders (as determined pursuant to this Indenture) may, at the option of the Trustee, set forth in writing

any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be

taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance

with a proposal included in such application on or after the date specified in such application unless prior to taking any such action

(or the effective date in the case of an omission), the Trustee shall have received written instructions from the requisite amount of

Holders (as determined pursuant to this Indenture) in response to such application specifying the action to be taken or omitted.

At any time after such a declaration of acceleration

with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained

by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities

of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration of acceleration and its consequences

if:

(1)           the

Company has paid or deposited with the Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which

the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series):

(A)         all

overdue installments of interest on all Outstanding Securities of that series and any related coupons,

(B)          the

principal of (and premium or Make-Whole Amount, if any, on) any Outstanding Securities of that series which have become due otherwise

than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities,

the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates borne by or provided

for in such Securities, and

(D)         all

sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,

its agents and counsel; and

(2)           all

Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium or Make-Whole

Amount, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been

cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any

right consequent thereon.

Section 503.       Collection

of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:

(1)           default

is made in the payment of any installment of interest on any Security of any series and any related coupon when such interest becomes

due and payable and such default continues for a period of 30 days, or

(2)           default

is made in the payment of the principal of (or premium or Make-Whole Amount, if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee,

for the benefit of the Holders of such Securities of such series and coupons, the whole amount then due and payable on such Securities

and coupons for principal (and premium or Make-Whole Amount, if any) and interest, with interest upon any overdue principal (and premium

or Make-Whole Amount, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments

of interest at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount as shall

be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances

of the Trustee, the Paying Agent, the Security Registrar and their respective 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 proceeding to judgment or final decree, and may enforce the same against the Company

or any other obligor upon such Securities of such series and collect the moneys adjudged or decreed to be payable in the manner provided

by law out of the property of the Company or any other obligor upon such Securities of such series, wherever situated.

If an Event of Default with respect to Securities

of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of

the Holders of Securities of such series and any related coupons by such appropriate judicial proceedings as the Trustee shall deem necessary

to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid

of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 504.       Trustee

May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,

adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property

of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities of any

series 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, premium or Make-Whole Amount, if any, or interest) shall be

entitled and empowered, by intervention in such proceeding or otherwise:

(i)           to

file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of principal

(and premium or Make-Whole Amount, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or

documents, and take such other actions, including serving on a committee of creditors, as may be necessary or advisable in order to have

the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee,

its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(ii)          to

collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator

(or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities of such series 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, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee

and any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any predecessor Trustee under Section 606.

Nothing herein contained shall be deemed to authorize

the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or 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 coupon in any such proceeding.

In any proceedings brought by the Trustee (and

also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee

shall be held to represent all the Holders of the Securities, and it shall not be necessary to make any Holders of the Securities parties

to any such proceedings.

Section 505.       Trustee

May Enforce Claims Without Possession of Securities or Coupons. All rights of action and claims under this Indenture or any

of 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 Holders of the Securities

and coupons in respect of which such judgment has been recovered.

The Trustee shall be entitled to participate,

in its capacity as Trustee, on behalf of (and at the request of) the Holders, as a member of any official committee of creditors in the

matters it deems advisable.

Section 506.       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 or Make-Whole

Amount, if any) or 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

and any predecessor Trustee under Section 606 and any other agent hereunder;

SECOND: To the payment of the amounts then due

and unpaid upon the Securities and coupons for principal (and premium or Make-Whole Amount, if any) and interest, 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 aggregate

amounts due and payable on such Securities and coupons for principal (and premium or Make-Whole Amount, if any) and interest, respectively;

and

THIRD: To the payment of the remainder, if any,

to the Company.

Section 507.       Limitation

on Suits. No Holder of any Security of any series or any related coupon shall have any right to institute any proceeding, judicial

or otherwise, with respect to this Indenture or any of the Securities or any related coupon unless:

(1)           such

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

(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 indemnity, security, or both, satisfactory to the Trustee 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 and/or security has failed to institute any such

proceeding; and

(5)           no

direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority

in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders

shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice

the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to

enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders

(it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are

unduly prejudicial to such Holders).

Section 508.       Unconditional

Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, 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 or Make-Whole Amount, if any) and (subject to Sections 305 and 307) interest on such Security or payment of

such coupon on the respective due dates 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 rights shall not be impaired without the consent of such Holder.

Section 509.       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 had been instituted.

Section 510.       Rights

and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or

stolen Securities or coupons in the last paragraph of Section 306, 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 511.       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 Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence

therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time,

and as often as may be deemed expedient, by the Trustee or by the Holders of Securities or coupons, as the case may be.

Section 512.       Control

by Holders of Securities. Subject to Section 602, the Holders of not less than a majority in principal amount of the Outstanding

Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available

to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided

that:

(1)           such

direction shall not be in conflict with any rule of law or with this Indenture,

(2)           the

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

(3)           the

Trustee need not take any action which might involve it in personal liability or be unduly prejudicial to the Holders of Securities of

such series not joining therein, and

(4)           prior

to taking any such action hereunder, the Trustee may demand security or indemnity satisfactory to it in accordance with Section 602.

Nothing in this Indenture shall impair the right

of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction by

Holders.

Section 513.       Waiver

of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on

behalf of the Holders of all the Securities of such series and any related coupons waive any past default hereunder with respect to such

series and its consequences, except a default

(1)           in

the payment of the principal of (or premium or Make-Whole Amount, if any) or interest on any Security of such series or any related coupons,

(2)           in

respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder

of each Outstanding Security of such series affected; or

(3)           in

respect of a covenant or provision hereof for the benefit or protection of the Trustee, without its express written consent.

Upon any such waiver, such default shall cease

to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no

such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 514.       Waiver

of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist

upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted,

now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent

that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder,

delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power

as though no such law had been enacted.

Section 515.       Undertaking

for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have

agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or

in any suit against the Trustee for any action taken 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 and expenses, 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 for the enforcement of the payment of the principal of (or premium or Make-Whole Amount, if any)

or interest on any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on

or after the Redemption Date).

ARTICLE Six

– THE TRUSTEE

Section 601.       Notice

of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee

shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such default hereunder known to a Responsible

Officer of the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case

of a default in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest on any Security of such series,

or in the payment of any sinking or purchase fund installment with respect to the Securities of such series, the Trustee shall be protected

in withholding such notice if and so long as the board of directors, the executive committee, or a 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 Holders of

the Securities and coupons of such series; and provided further that in the case of any default or breach of the character specified

in Section 501(4) with respect to the Securities and coupons of such series, no such notice to Holders shall be given until

at least 60 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 the Securities of such series.

Section 602.       Certain

Rights of Trustee. Subject to the provisions of TIA Section 315(a) through 315(d):

(1)           the

Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document (whether

in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2)           any

request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than

delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to

Section 303 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently

evidenced by a Board Resolution;

(3)           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 a Board Resolution, an Opinion of Counsel or an Officers’ Certificate;

(4)           the

Trustee may consult with counsel of its own selection and the written advice of such counsel or any Opinion of Counsel shall be full

and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance

thereon;

(5)           the

Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction

of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered

to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities (including the reasonable

fees and expenses of its agents and counsel) which might be incurred by it in compliance with such request or direction;

(6)           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 document, but the Trustee,

in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall

determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company,

relevant to the facts or matters that are the subject of its inquiry, personally or by agent or attorney at the expense of the Company

and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(7)           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;

(8)           the

Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized

or within the discretion or rights or powers conferred upon it by this Indenture;

(9)           any

permissive right or power available to the Trustee under this Indenture or any supplement hereto shall not be construed to be a mandatory

duty or obligation and the Trustee shall not be answerable for other than its own negligent action, its own negligent failure to act

or its own willful misconduct with respect to such permissive rights;

(10)         the

Trustee shall not be charged with knowledge of any matter (including any default, other than as described in Section 501(1), (2) or

(3)) unless and except to the extent actually known to a Responsible Officer of the Trustee or to the extent written notice thereof is

received by a Responsible Officer of the Trustee at the Corporate Trust Office, and such notice references the Securities and this Indenture;

(11)         the

Trustee shall have no liability for any inaccuracy in the books and records of, or for any actions or omissions of, DTC, Euroclear or

Clearstream or any depository acting on behalf of any of them;

(12)         the

rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,

are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person

retained by the Trustee to act hereunder; and

(13)         the

Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers

authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any

person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously

delivered and not superseded.

The Trustee shall not be required to expend or

risk its own funds, give any bond or surety in respect of the performance of its powers and duties hereunder, or otherwise incur any

financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall

have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is

not assured to it.

Except during the continuance of an Event of Default,

the Trustee undertakes to perform only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations

shall be read into this Indenture against the Trustee.

Section 603.       Not

Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s certificate

of authentication, and in any coupons shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating

Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this

Indenture or of the Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this

Indenture, authenticate the Securities and perform its obligations hereunder. Neither the Trustee nor any Authenticating Agent shall

be accountable for the use or application by the Company of Securities or the proceeds thereof. The Trustee shall have no responsibility

with respect to any information, statement or recital in any offering prospectus or other disclosure materials prepared or distributed

with respect to the Securities.

Section 604.       May Hold

Securities. The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other agent of the Company, in its individual

or any other capacity, may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may

otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar, Authenticating

Agent or such other agent.

Section 605.       Money

Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required

by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing

with the Company.

Section 606.       Compensation

and Reimbursement. The Company agrees:

(1)           to

pay to the Trustee or any predecessor Trustee as agreed upon in writing from time to time reasonable compensation for all services rendered

by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express

trust);

(2)           except

as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable

expenses, disbursements, and advances incurred by the Trustee or any predecessor Trustee in accordance with any provision of this Indenture

(including the reasonable compensation and the reasonable expenses and disbursements of its agents, counsel, accountants and experts),

except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct

(as finally adjudicated by a court of competent jurisdiction); and

(3)           to

indemnify each of the Trustee and any predecessor Trustee and any predecessor Trustee and their respective officers, directors, employees,

representatives and agents, for, and to hold it harmless against, any loss, liability, claim, damage or expense incurred without negligence

or willful misconduct on its part (as finally adjudicated by a court of competent jurisdiction), arising out of or in connection with

the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses

of its agents and counsel) of defending itself against any claim or liability in connection with the exercise or performance of any of

its powers or duties hereunder (whether asserted by any Holder, the Company or otherwise). The Trustee shall notify the Company promptly

of any third-party claim for which it may seek indemnity of which it has received written notice. Failure by the Trustee to so notify

the Company shall not relieve the Company of its obligations hereunder unless, and solely to the extent that, such failure materially

prejudices the Company’s defense of such claim. The Company shall defend the claim, with counsel satisfactory to the Trustee, and

the Trustee shall provide reasonable cooperation at the Company’s expense in the defense; provided that if the defendants

in any such claim include both the Company and the Trustee and the Trustee shall have concluded that there may be legal defenses available

to it which are different from or additional to those available to the Company, or the Trustee has reasonably concluded that there may

be any other actual or potential conflicting interests between the Company and the Trustee, the Trustee shall have the right to select

separate counsel and the Company shall be required to pay the reasonable fees and expenses of such separate counsel. Any settlement with

respect to a third-party claim for which the Trustee has reasonably sought indemnity from the Company may not be entered into to the

extent it is in respect of a claim against the Trustee without the written consent of the Trustee, unless the Trustee is given a full

and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement

or admission of fault, culpability or failure to act by or on behalf of the Trustee. Any settlement by the Trustee which affects the

Company may not be entered into without the written consent of the Company, unless such settlement does not include a statement or admission

of fault, culpability or failure to act by or on behalf of the Company.

When the Trustee incurs expenses or renders services

in connection with an Event of Default specified in Section 501(7) or Section 501(8), the expenses (including the reasonable

charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under

any applicable Federal or state bankruptcy, insolvency or other similar law.

As security for the performance of the obligations

of the Company under this Section, the Trustee shall have a lien for payment of the Trustee’s fees and expenses prior to the Securities

upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or

premium or Make-Whole Amount, if any) or interest on particular Securities or any coupons.

When the Trustee incurs expenses or renders services

after an Event of Default specified in Section 501 occurs, the expenses and compensation for such services are intended to constitute

expenses of administration under Title 11, U.S. Code, or any similar Federal, State or analogous foreign law for the relief of debtors.

The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and

the satisfaction, termination or discharge of this Indenture.

Section 607.       Corporate

Trustee Required; Eligibility; Conflicting Interests. There shall at all times be a Trustee hereunder which shall be eligible

to act as Trustee under TIA Section 310(a)(1) and shall have at all times a combined capital and surplus of at least $50,000,000

(or which shall have a combined capital and surplus of at least $10,000,000 and whose ultimate parent holding company shall have a combined

capital and surplus of at least $50,000,000. If the Trustee publishes reports of condition at least annually, pursuant to law or the

requirements of Federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this

Section, the combined capital and surplus of the Trustee 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 the Trustee shall cease to be eligible in accordance with the provisions of this

Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. Neither the Company nor

any Person directly or indirectly controlling, controlled by, or under common control with the Company shall serve as Trustee.

Section 608.       Resignation

and Removal; Appointment of Successor.

(a)           No

resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective

until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 609.

(b)           The

Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.

If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of

such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for

the appointment of a successor Trustee.

Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount

of the Outstanding Securities of such series delivered to the Trustee and to the Company. If an instrument of acceptance by a successor

Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee

may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

(d)           If

at any time:

(1)           the

Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by

any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or

(2)           the

Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request therefor by the Company or by

any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or

(3)           the

Trustee shall become incapable of acting 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, (i) the Company by or pursuant to a Board

Resolution may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e),

any Holder of a Security who has been a bona fide Holder of a Security 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 with respect to all Securities and the

appointment of a successor Trustee or Trustees.

(e)           If

the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause

with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor

Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be

appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with

respect to the Securities of any particular series). If, within one year after such resignation, removal or incapability, or the occurrence

of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority

in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee

so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of

such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the

Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner

hereinafter provided, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may,

on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor

Trustee with respect to Securities of such series.

(f)           The

Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment

of a successor Trustee with respect to the Securities of any series in the manner provided for notices to the Holders of Securities in

Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address

of its Corporate Trust Office.

Section 609.       Acceptance

of Appointment by Successor.

(a)           In

case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall

execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the

resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance,

shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor

Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee

all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all

property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606.

(b)           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 retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture

supplemental hereto, pursuant to Article Nine hereof, wherein each successor Trustee shall accept such appointment and which (1) shall

contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the

rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment

of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such

provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee

with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in

the retiring Trustee, and (3) 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; and upon the

execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the

extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the

rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment

of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign,

transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities

of that or those series to which the appointment of such successor Trustee relates.

request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and

confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 609,

as the case may be.

(d)           No

successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible

under this Article.

Section 610.       Merger,

Conversion, Consolidation or Succession to Business. 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 otherwise qualified and eligible under this Article, without the execution

or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities or coupons 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 or coupons so authenticated with the same effect as if such successor

Trustee had itself authenticated such Securities or coupons. In case any Securities or coupons shall not have been authenticated by such

predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities or coupons, in either its own name or that

of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the

Trustee.

Section 611.       Appointment

of Authenticating Agent. At any time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent

or Agents 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 conversion or exchange, registration of transfer or partial redemption or repayment thereof, 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. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible

Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. 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 bank or trust company or corporation organized and doing business and in good standing under the laws of the United

States of America or of any state or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined

capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authorities. If such Authenticating

Agent publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid 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. In case 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 an 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 further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent for any series of Securities

may at any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any

series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice of termination 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 for such series may

appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment to all Holders

of Securities of the series with respect to which such Authenticating Agent will serve in the manner set forth in Section 106. 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 herein. No successor Authenticating

Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating

Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section,

subject to Section 606.

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 or in lieu of the Trustee’s

certificate of authentication, an alternate certificate of authentication substantially in the following form:

This is one of the Securities of the series designated

therein referred to in the within-mentioned Indenture.

U.S. Bank Trust Company, National

Association,

as Trustee

Dated:

By:

as Authenticating Agent

Dated:

By:

as Authenticating Agent

Section 612.       Certain

Duties and Responsibilities of the Trustee.

(a)           With

respect to the Securities of any series, except during the continuance of an Event of Default with respect to the Securities of such

series:

(1)           the

Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants

or obligations shall be read into this Indenture against the Trustee; and

(2)           in

the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the

opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture;

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,

but shall not be under any duty to verify the contents or accuracy thereof (but need not confirm or investigate the accuracy or any mathematical

calculations or other facts stated therein).

(b)           In

case an Event of Default with respect to the Securities of any series has occurred and is continuing, the Trustee shall, with respect

to Securities of such series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care

and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent

failure to act, or its own willful misconduct, except that:

(1)           this

Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

(2)           the

Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers, unless it

shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(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 a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of

conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under

this Indenture with respect to the Securities of such series; and

(4)           no

provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the

performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for

believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and, the

Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holder, unless

such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(d)           Whether

or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording

protection to the Trustee shall be subject to the provisions of this Section 612.

(e)           The

Trustee shall not be liable for interest on any money or assets held by it except to the extent the Trustee may agree in writing with

the Company. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law.

(f)            Anything

in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage

of any kind (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of

such loss or damage and regardless of the form of action.

(g)           The

Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising

out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God;

earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions

of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authorities

and governmental action.

(h)           The

parties hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities,

pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial

institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or

opening an account. The parties to this Indenture agree that they will provide to the Trustee such information as it may request, from

time to time, in order for the Trustee to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address,

tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship

or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be

provided.

Section 613.       Preferential

Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor

of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the TIA regarding the collection

of claims against the Company (or any such other obligor).

ARTICLE Seven

– HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.       Disclosure

of Names and Addresses of Holders. Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company

and the Trustee that neither the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar

nor any agent of any of them shall be held accountable by reason of the disclosure of any information as to the names and addresses of

the Holders of Securities in accordance with TIA Section 312, regardless of the source from which such information was derived,

and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

Section 702.       Reports

by Trustee. The Trustee shall transmit to Holders (at the expense of the Company) such reports concerning the Trustee and its actions

under this Indenture as may be required by TIA Section 313 at the times and in the manner provided by the TIA, which shall initially

be not less than every twelve months commencing on May 15, 2015. A copy of each such report shall, at the time of such transmission

to Holders, be filed by the Trustee with each over-the-counter market or securities exchange, if any, upon which any Securities are quoted

or listed, with the Commission and with the Company. The Company will promptly notify the Trustee when any Securities are quoted or listed

on any over-the-counter market or securities exchange or delisted therefrom.

Section 703.       Reports

by Company. The Company will:

(1)           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) which 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 it will 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 which may be required

pursuant to Section 13 of the Exchange Act in respect of a security quoted or listed and registered on an over-the-counter market

or national securities exchange as may be prescribed from time to time in such rules and regulations;

(2)           file

with the Trustee and the Commission, in accordance with 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 of this Indenture

as may be required from time to time by such rules and regulations;

(3)           transmit

by mail to the Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided

in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant to

paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by

the Commission; and

(4)           delivery

of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such

shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including

the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’

Certificates).

Section 704.       Company

to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:

(a)           semiannually,

not later than 15 days after the Regular Record Date for interest for each series of Securities, a list, in such form as the Trustee

may reasonably require, of the names and addresses of the Holders of Registered Securities of such series as of such Regular Record Date,

or if there is no Regular Record Date for interest for such series of Securities, semiannually, upon such dates as are set forth in the

Board Resolution or indenture supplemental hereto authorizing such series, and

(b)           at

such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of

similar form and content as of a date not more than 15 days prior to the time such list is furnished,

provided,

however, that, so long as the Trustee is the Security Registrar, no such list shall be required to be furnished.

Section 705.       Preservation

of Information; Communications to Holders.

The Trustee shall preserve, in as current a form

as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided

in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee

may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

The rights of Holders to communicate with other

Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the

Trustee, shall be as provided by the TIA.

Every Holder of Securities, by receiving and holding

the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held

accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the TIA.

ARTICLE Eight

– CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

Section 801.       Consolidations

and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with,

or sell, lease or convey all or substantially all of its assets to, or merge with or into any other corporation, provided that in any

such case, (1) either the Company shall be the continuing corporation, or the successor corporation shall be a corporation organized

and existing under the laws of the United States or a State thereof and such successor corporation shall expressly assume the due and

punctual payment of the principal of (and premium or Make-Whole Amount, if any) and any interest on all of 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, complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered

to the Trustee by such corporation, (2) immediately after giving effect to such transaction and treating any indebtedness which

becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary

at the time of such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would become an

Event of Default, shall have occurred and be continuing and (3) the Company shall have delivered to the Trustee the Officer’s

Certificate and Opinion of Counsel required pursuant to Section 803 below.

Section 802.       Rights

and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption

by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as

if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be

relieved of any further obligation under this Indenture and the Securities. 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 deliver 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 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 hereof.

In case of any such consolidation, merger, sale,

lease 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 803.       Officers’

Certificate and Opinion of Counsel. Any consolidation, merger, sale, lease or conveyance permitted under Section 801 is also

subject to the condition that the Trustee receive an Officers’ Certificate and an Opinion of Counsel to the effect that any such

consolidation, merger, sale, lease or conveyance, and the assumption by any successor corporation, complies with the provisions of this

Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

ARTICLE Nine

– SUPPLEMENTAL INDENTURES

Section 901.       Supplemental

Indentures Without Consent of Holders. Without the consent of any Holders of Securities or coupons, the Company, when authorized

by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental

hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1)           to

evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained

herein and in the Securities; or

(2)           to

add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be

for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit

of such series) or to surrender any right or power herein conferred upon the Company; or

(3)           to

add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default

are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely

for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental

indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the

case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee

upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities

to which such additional Events of Default apply to waive such default; or

(4)           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 premium or Make-Whole Amount, if any, 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; or

(5)           to

change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective

only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled

to the benefit of such provision; or

(6)           to

secure the Securities; or

(7)           to

establish the form or terms of Securities of any series and any related coupons as permitted or contemplated by Sections 201 and 301;

(8)           to

evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more

series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration

of the trusts hereunder by more than one Trustee; or

(9)           to

cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein,

or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with

the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities

of any series or any related coupons in any material respect; or

(10)           to

supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the Defeasance and discharge

of any series of Securities pursuant to Sections 401, 1402 and 1403;provided that any such action shall not adversely affect the

interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect;

(11)           to

make provisions with respect to Holders’ rights of conversion with respect to any series of Securities pursuant to Article Seventeen.

Section 902.       Supplemental

Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of all Outstanding

Securities affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when

authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the

purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying

in any manner the rights of the Holders of Securities and any related coupons under this Indenture; provided, however,

that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:

(1)           change

the Stated Maturity of the principal of (or premium or Make-Whole Amount, if any, on) or any installment of principal of or interest

on, any Security; or reduce the principal amount thereof or the rate or amount of interest thereon, or any premium or Make-Whole Amount

payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and

payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy

pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place

of Payment where, or the currency or currencies, currency unit or units or composite currency or currencies in which, any Security or

any premium or Make-Whole Amount or the interest thereon is payable, or impair the right to institute suit for the enforcement of any

such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after

the Redemption Date or the Repayment Date, as the case may be), or (if Securities of such series are convertible) adversely affect the

right of the Holder to convert any Security as provided in Article Seventeen, or modify the provisions of this Indenture with respect

to the subordination of the Securities in a manner materially adverse to the Holders; or

(2)           reduce

the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such

supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (or compliance with certain

provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements

of Section 1504 for quorum or voting, or

(3)           modify

any of the provisions of this Section, Section 513 or Section 1009, except to increase the required percentage to effect such

action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of

each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent

of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 902

and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 609(b) and 901(11).

It shall not be necessary for any Act of Holders

under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such

Act shall approve the substance thereof.

A supplemental indenture which changes or eliminates

any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular

series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other

provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

Section 903.       Execution

of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by

this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and

(subject to Section 612) shall be fully protected in relying upon, in addition to the documents required by Section 102 of

this Indenture, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.

The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,

duties or immunities under this Indenture or otherwise.

Section 904.       Effect

of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in

accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities

theretofore or thereafter authenticated and delivered hereunder and of any coupon appertaining thereto shall be bound thereby.

Section 905.       Conformity

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

the Trust Indenture Act as then in effect.

Section 906.       Reference

in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental

indenture pursuant to this Article may, and shall, if required by the Trustee, bear a notation in form approved by the Trustee as

to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified

as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the

Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE Ten

– COVENANTS

Section 1001.     Payment

of Principal, Premium or Make-Whole Amount, if any; and Interest. The Company covenants and agrees for the benefit of the Holders

of each series of Securities that it will duly and punctually pay the principal of (and premium or Make-Whole Amount, if any) and interest

on the Securities of that series in accordance with the terms of such series of Securities, any coupons appertaining thereto and this

Indenture. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, any interest due

on 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. Unless otherwise specified with respect to Securities of any series pursuant

to Section 301, at the option of the Company (upon written notice to the Trustee), all payments of principal may be paid by check

to the registered Holder of the Registered Security or other Person entitled thereto against surrender of such Security.

Section 1002.     Maintenance

of Office or Agency. If Securities of a series are issuable only as Registered Securities, the Company shall maintain in each Place

of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment

or conversion, where Securities of that series may be surrendered for registration of transfer or conversion 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, an office or

agency where any Registered Securities of that series may be presented or surrendered for payment or conversion, where any Registered

Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for conversion

or 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 or conversion in the circumstances

described in the following paragraph (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, an office or agency where Securities of that series and related

coupons may be presented and surrendered for payment; provided, however, that if the Securities of that series are listed

on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying

Agent for the Securities of that series in any required city located outside the United States, 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 located outside the United States 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 conversion 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. The Company will give prompt written

notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall

fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,

surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of

that series and the related coupons may be presented and surrendered for payment or conversion at the offices specified in the Security,

in London, England, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices

and demands with respect to such Securities, and the Company hereby appoints the Trustee its agent to receive all such presentations,

surrenders, notices and demands with respect to all other Securities.

Unless otherwise specified with respect to any

Securities pursuant to Section 301, no payment of principal, premium or Make-Whole Amount or interest on Bearer Securities shall

be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer

to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series

are payable in Dollars, payment of principal of and any premium or Make-Whole Amount and 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, if (but only if) payment in Dollars

of the full amount of such principal, premium or Make-Whole Amount, or interest, as the case may be, at all offices or agencies outside

the United States 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 from time to time designate one

or more other offices or agencies (in or outside the Place of Payment) where the Securities of one or more series may be presented or

surrendered for any or all of such purposes, and may from time to time rescind such designations; provided, however, that

no such designation or rescission shall in any manner relieve the Company of its 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 of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise

specified with respect to any Securities pursuant to Section 301 with respect to a series of Securities, the Company hereby designates

as a Place of Payment for each series of Securities, each of (i) the office or agency of the Company in the Borough of Manhattan,

The City of New York, and (ii) the Corporate Trust Office of the Trustee (as Paying Agent); and the Company hereby initially appoints

the Trustee at its Corporate Trust Office as Paying Agent in such city; and the Company hereby initially appoints as its agent to receive

all such presentations, surrenders, notices and demands the Trustee at its Corporate Trust Office.

Unless otherwise specified with respect to any

Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency

or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of the Indenture, then the

Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent (of which it

shall give written notice to the Trustee).

Section 1003.     Money

for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series

of any Securities and any related coupons, it will, on or before each due date of the principal of (and premium or Make-Whole Amount,

if any), or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto

a sum in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series

are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the principal

(and premium or Make-Whole Amount, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed

of as herein provided, and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying

Agents for any series of Securities and any related coupons, it will, on or before each due date of the principal of (and premium or

Make-Whole Amount, if any), or interest on any Securities of that series, deposit with a Paying Agent a sum (in the currency or currencies,

currency unit or units or composite currency or currencies described in the preceding paragraph) sufficient to pay the principal (and

premium or Make-Whole Amount, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled

to such principal, premium or Make-Whole Amount, if any, 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.

The Company will cause each Paying Agent for any

series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree

with the Trustee, subject to the provisions of this Section, that such Paying Agent will

(1)           hold

all sums of money held by it for the payment of principal of (and premium or Make-Whole Amount, if any) or interest on Securities 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;

(2)           give

the Trustee notice of any default by the Company (or any other obligor upon the Securities) in the making of any such payment of principal

(and premium or Make-Whole Amount, if any) or interest on the Securities of that series; and

(3)           at

any time during the continuance of any such default upon the written request of the Trustee, forthwith pay to the Trustee all sums so

held in trust by such Paying Agent.

The Company may at any time, for the purpose of

obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent

to pay, to the Trustee all sums of money held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon

the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent

to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

Except as otherwise provided in the Securities

of any series, and subject to applicable laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company,

in trust for the payment of the principal of (and premium or Make-Whole Amount, if any) or interest on any Security of any series and

remaining unclaimed for two years after such principal (and premium or Make-Whole Amount, if any) or interest has become due and payable

shall be paid to the Company upon Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder

of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment of such principal of (and premium

or Make-Whole Amount, if any) or interest on any Security, without interest thereon, and all liability of the Trustee or such Paying

Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,

however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company

cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein,

which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid

to the Company.

Section 1004.     Existence.

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect

its corporate existence, all material rights (by certificate of incorporation, by-laws and statute) and material franchises; provided,

however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine

that the preservation thereof is no longer desirable in the conduct of the business of the Company.

Section 1005.     Maintenance

of Properties. The Company will cause all of its material properties used or useful in the conduct of its business or the business

of any Subsidiary to be maintained and kept in good condition, repair and working order, normal wear and tear, casualty and condemnation

excepted, and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments

and improvements thereof (and the Company may take out of service for a period of time, any of its properties that have been condemned

or suffered any loss due to casualty in order to make such repairs, betterments and improvements), all as in the judgment of the Company

may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided,

however, that the Company and its Subsidiaries shall not be prevented from (i) removing permanently any property that has

been condemned or suffered a loss due to casualty based on the Company’s reasonable judgment that such removal is in the best interest

of the Company, or (ii) selling or otherwise disposing of their properties for value in the ordinary course of business.

Section 1006.     Insurance.

The Company will cause each of its and its Subsidiaries’ insurable properties to be insured against loss or damage in an amount

deemed reasonable by the Board of Directors with insurers of recognized responsibility.

Section 1007.     Payment

of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent,

(1) all taxes, assessments and governmental charges levied or imposed upon it or any Subsidiary or upon the income, profits or property

of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become

a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to

pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity

is being contested in good faith by appropriate proceedings.

Section 1008.     Statement

as to Compliance.

(1)           The

Company will deliver to the Trustee, within 120 days after the end of each fiscal year ending after the date hereof (which fiscal year

ends December 31, 2026), a brief certificate from the principal executive officer, principal financial officer or principal accounting

officer of the Company as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture

and, in the event of any noncompliance, specifying such noncompliance and the nature and status thereof. For purposes of this Section 1008,

such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

(2)           The

Company will, so long as any series of Securities are Outstanding, deliver to the Trustee, within 30 calendar days of any officer listed

in (1) above becoming aware of any Default, Event of Default or default in the performance of any covenant, agreement or condition

contained in this Indenture, an Officers’ Certificate specifying such Default, Event of Default, default or event of default and

what action the Company is taking or proposes to take with respect thereto and the status thereof.

Section 1009.     Waiver

of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth in

Sections 1004 to 1008, inclusive, if before or after the time for such compliance the Holders of at least a majority in principal amount

of all outstanding Securities of such series, by Act of such Holders, 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 term, provision or condition shall remain in full force and effect.

ARTICLE Eleven

– REDEMPTION OF SECURITIES

Section 1101.     Applicability

of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their

terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

Section 1102.     Election

to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board

Resolution. In case of any redemption at the election of the Company of less than all of the Securities of any series, the Company shall,

at least 45 days prior to the giving of the notice of redemption in Section 1104 (unless a shorter notice shall be satisfactory

to the Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of Securities of such series to be

redeemed, and, if applicable, of the tenor of the Securities to be redeemed, and shall deliver to the Trustee such documentation and

records as shall enable the Trustee to select the Securities to be redeemed pursuant to Section 1103. In the case of any redemption

of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in

this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

Section 1103.   Selection

by Trustee of Securities to Be Redeemed. If less than all the Securities of any series issued on the same day with the same terms

are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by

the Trustee in compliance with the requirements of DTC, from the Outstanding Securities of such series issued on such date with the same

terms not previously called for redemption, in compliance with the requirements of the principal national securities exchange on which

the Securities are listed (if the Securities are listed on any national securities exchange), or if the Securities are not held through

DTC or listed on any national securities exchange, or DTC prescribed no method of selection, by such method as the Trustee shall deem

fair and appropriate and subject to and otherwise in accordance with the procedures of the applicable Depository; provided that

such method complies with the rules of any national securities exchange or quotation system on which the Securities are listed,

and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series

or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized

denomination for Securities of that series; provided, however, that no such partial redemption shall reduce the portion

of the principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities of such series.

The Trustee shall promptly notify the Company

and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities

selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the

context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed

or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

Section 1104.     Notice

of Redemption. Notice of redemption shall be given in the manner provided in Section 106, not less than 30 days nor more than

60 days prior to the Redemption Date, unless a shorter period is specified by the terms of such series established pursuant to Section 301,

to each Holder of Securities to be redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security

designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the

proceedings for the redemption of any other such Security or portion thereof.

Any notice that is mailed to the Holders of Registered

Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the

notice.

All notices of redemption shall state:

(1)           the

Redemption Date,

(2)           the

Redemption Price, accrued interest to the Redemption Date payable as provided in Section 1106, if any,

(3)           if

less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the

principal amount) of the particular Security or Securities to be redeemed,

(4)           in

case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption

Date, upon surrender of such Security, the holder will receive, without a charge, a new Security or Securities of authorized denominations

for the principal amount thereof remaining unredeemed,

(5)           that

on the Redemption Date the Redemption Price and accrued interest to the Redemption Date payable as provided in Section 1106, if

any, will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon

shall cease to accrue on and after said date,

(6)           the

Place or Places of Payment where such Securities, together in the case of Bearer Securities with all coupons appertaining thereto, if

any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any, or for

conversion,

(7)           that

the redemption is for a sinking fund, if such is the case,

(8)           that,

unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by

all coupons maturing subsequent to the date fixed for redemption or the amount of any such missing coupon or coupons will be deducted

from the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee for such series and any Paying Agent

is furnished,

(9)           if

Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer

Securities may be exchanged for Registered Securities not subject to redemption on this Redemption Date pursuant to Section 305

or otherwise, the last date, as determined by the Company, on which such exchanges may be made,

(10)         the

CUSIP number of such Security, if any, and

(11)         if

applicable, that a Holder of Securities who desires to convert Securities for redemption must satisfy the requirements for conversion

contained in such Securities, the then existing conversion price or rate, the place or places where such Securities may be surrendered

for conversion, and the date and time when the option to convert shall expire.

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.

Section 1105.     Deposit

of Redemption Price. On or prior to 11:00 am, New York City time, on any Redemption Date, the Company shall deposit with the Trustee

or with a Paying Agent (or, if the Company is acting as its own Paying Agent, which it may not do in the case of a sinking fund payment

under Article Twelve, segregate and hold in trust as provided in Section 1003) an amount of money in the currency or currencies,

currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified

pursuant to Section 301 for the Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and

(except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof which are

to be redeemed on that date; provided, however, that to the extent any such funds are received by the Trustee or a Paying Agent from

the Company after 11:00 am, New York City time, on the due date, such funds will be deemed deposited within one Business Day of receipt

thereof.

If any Securities called for redemption are converted,

any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security

shall be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Section 1106.     Securities

Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption

Date, become due and payable at the Redemption Price therein specified in the currency or currencies, currency unit or units or composite

currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301

for the Securities of such series) (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless

the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall, if the same were interest-bearing,

cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent

provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons,

if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price,

together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest on Bearer

Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the

United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301,

only upon presentation and surrender of coupons for such interest; and provided further that except as otherwise provided with

respect to Securities convertible into the Company’s Common Stock or Preferred Stock, installments of interest on Registered Securities

whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor

Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

If any Bearer Security surrendered for redemption

shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, 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 be 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, however, that interest represented by coupons shall be payable only at an office

or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated

by Section 301, only upon presentation and surrender of those coupons.

If any Security called for redemption shall not

be so paid upon surrender thereof for redemption, the principal (and premium or Make-Whole Amount, if any) shall, until paid, bear interest

from the Redemption Date at the rate borne by the Security.

Section 1107.     Securities

Redeemed in Part. Any Registered Security which is to be redeemed only in part (pursuant to the provisions of this Article or

of Article Twelve) 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 his

attorney duly authorized in writing) and the Company shall execute and upon a Company Order the Trustee shall authenticate and deliver

to the Holder of such Security at the expense of the Company and without service charge a new Security or Securities of the same series

and of like tenor, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange

for the unredeemed portion of the principal of the Security so surrendered. If a Global Security is so surrendered, the Company shall

execute and upon a Company Order the Trustee shall authenticate and deliver to the depository at the expense of the Company and without

service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global

Security so surrendered.

ARTICLE Twelve

– SINKING FUNDS

Section 1201.     Applicability

of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series

except as otherwise specified as contemplated by Section 301 for Securities of such series.

The minimum amount of any sinking fund payment

provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any

payment in excess of such minimum amount provided for by the terms of such Securities of any series is herein referred to as an “optional

sinking fund payment.” If provided for by the terms of any Securities of any series, the cash amount of any mandatory sinking fund

payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of

Securities of any series as provided for by the terms of Securities of such series.

Section 1202.     Satisfaction

of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any mandatory sinking fund payment

with respect to the Securities of a series, (1) deliver Outstanding Securities of such series (other than any previously called

for redemption) together in the case of any Bearer Securities of such series with all unmatured coupons appertaining thereto and (2) apply

as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such Securities

or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, as provided for by the

terms of such Securities, or which have otherwise been acquired by the Company; provided that such Securities so delivered or

applied as a credit have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee

at the applicable Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of

such mandatory sinking fund payment shall be reduced accordingly.

Section 1203.     Redemption

of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for Securities of any series, the Company

will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for

that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency

or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except

as otherwise specified pursuant to Section 301 for the Securities of such series) and the portion thereof, if any, which is to be

satisfied by delivering and crediting Securities of that series pursuant to Section 1202, and the optional amount, if any, to be

added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered

and credited. If such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory

sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each

such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner

specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company

in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon

the terms and in the manner stated in Sections 1106 and 1107.

ARTICLE Thirteen

– REPAYMENT AT THE OPTION OF HOLDERS

Section 1301.     Applicability

of Article. Repayment of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in

accordance with the terms of such Securities, if any, and (except as otherwise specified by the terms of such series established pursuant

to Section 301) in accordance with this Article.

Section 1302.     Repayment

of Securities. Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless

otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest,

if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that on

or before 11:00 am, New York City time, on the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company

is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the currency or

currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as

otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the principal (or, if so provided

by the terms of the Securities of any series, a percentage of the principal) of, and (except if the Repayment Date shall be an Interest

Payment Date) accrued interest on, all the Securities or portions thereof, as the case may be, to be repaid on such date; provided, however,

that to the extent any such funds are received by the Trustee or a Paying Agent from the Company after 11:00 a.m., New York City time,

on the due date, such funds will be distributed to the Holders within one Business Day of receipt thereof.

Section 1303.     Exercise

of Option. Securities of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect

Repayment” form on the reverse of such Securities. In order for any Security to be repaid at the option of the Holder, the Trustee

must receive at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the

Company shall from time to time notify the Holders of such Securities) not earlier than 60 days nor later than 30 days prior to the Repayment

Date (1) the Security so providing for such repayment together with the “Option to Elect Repayment” form on the reverse

thereof duly completed by the Holder (or by the Holder’s attorney duly authorized in writing) or (2) a telegram, telex, facsimile

transmission or a letter from a member of a national securities exchange, or the FINRA, or a commercial bank or trust company in the

United States setting forth the name of the Holder of the Security, the principal amount of the Security, the principal amount of the

Security to be repaid, the CUSIP number, if any, or a description of the tenor and terms of the Security, a statement that the option

to elect repayment is being exercised thereby and a guarantee that the Security to be repaid, together with the duly completed form entitled

“Option to Elect Repayment” on the reverse of the Security, will be received by the Trustee not later than the fifth Business

Day after the date of such telegram, telex, facsimile transmission or letter; provided, however, that such telegram, telex,

facsimile transmission or letter shall only be effective if such Security and form duly completed are received by the Trustee by such

fifth Business Day. If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security,

the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the

denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such

Security surrendered that is not to be repaid, must be specified. The principal amount of any Security providing for repayment at the

option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would

be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as

otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment

option by the Holder shall be irrevocable unless waived by the Company.

Section 1304.     When

Securities Presented for Repayment Become Due and Payable. If Securities of any series providing for repayment at the option of the

Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant to the terms of such Securities,

such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company

on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company shall default in the payment of such

Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for

such interest appertaining to any Bearer Securities so to be repaid, except to the extent provided below, shall be void. Upon surrender

of any such Security for repayment in accordance with such provisions, together with all coupons, if any, appertaining thereto maturing

after the Repayment Date, the principal amount of such Security so to be repaid shall be paid by the Company, together with accrued interest,

if any, to the Repayment Date; provided, however, that coupons whose Stated Maturity is on or prior to the Repayment Date

shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and,

unless otherwise specified pursuant to Section 301, only upon presentation and surrender of such coupons; and provided further that,

in the case of Registered Securities, installments of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall

be payable (but without interest thereon, unless the Company shall default in the payment thereof) to the Holders of such Securities,

or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms

and the provisions of Section 307.

If any Bearer Security surrendered for repayment

shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security may be paid after deducting from

the amount payable therefor as provided in Section 1302 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 be 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 as provided in the preceding

sentence, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented

by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002)

and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons.

If the principal amount of any Security surrendered

for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued to

such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case

of Original Issue Discount Securities) set forth in such Security.

Section 1305.     Securities

Repaid in Part. Upon surrender of any Registered Security which is to be repaid in part only, the Company shall execute and upon

a Company Order the Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense

of the Company, a new Registered Security or Securities of the same series, and of like tenor, of any authorized denomination specified

by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered

which is not to be repaid.

ARTICLE Fourteen

– DEFEASANCE AND COVENANT DEFEASANCE

Section 1401.     Applicability

of Article; Company’s Option to Effect Defeasance or Covenant Defeasance. If, pursuant to Section 301, provision is made

for either or both of (a) Defeasance of the Securities of or within a series under Section 1402 or (b) Covenant Defeasance

of the Securities of or within a series under Section 1403, then the provisions of such Section or Sections, as the case may

be, together with the other provisions of this Article (with such modifications thereto as may be specified pursuant to Section 301

with respect to any Securities), shall be applicable to such Securities and any coupons appertaining thereto, and the Company may at

its option by Board Resolution, at any time, with respect to such Securities and any coupons appertaining thereto, elect to have Section 1402

(if applicable) or Section 1403 (if applicable) be applied to such Outstanding Securities and any coupons appertaining thereto upon

compliance with the conditions set forth below in this Article.

Section 1402.     Defeasance

and Discharge. Upon the Company’s exercise of the above option applicable to this Section with respect to any Securities

of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities

and any coupons appertaining thereto on the date the conditions set forth in Section 1404 are satisfied (hereinafter, “Defeasance”).

For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented

by such Outstanding Securities and any coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding”

only for the purposes of Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) below,

and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar

as such Securities and any coupons appertaining thereto 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 such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust

fund described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium

or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due,

(B) the Company’s obligations with respect to such Securities under Sections 305, 306, 1002 and 1003, and the Company’s

obligations under Section 606 hereof (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this

Article. Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section notwithstanding

the prior exercise of its option under Section 1403 with respect to such Securities and any coupons appertaining thereto.

Section 1403.     Covenant

Defeasance. Upon the Company’s exercise of the above option applicable to this Section with respect to any Securities

of or within a series, the Company shall be released from its obligations under Sections 1004 to 1009, inclusive, and, if specified pursuant

to Section 301, its obligations under any other covenant contained herein or in any indenture supplemental hereto, with respect

to such Outstanding Securities and any coupons appertaining thereto on and after the date the conditions set forth in Section 1404

are satisfied (hereinafter, “Covenant Defeasance”), and such Securities and any coupons appertaining thereto shall thereafter

be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and

the consequences of any thereof) in connection with Sections 1004 to 1009, inclusive, or such other covenant, but shall continue to be

deemed “Outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect

to such Outstanding Securities and any coupons appertaining thereto, 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 or such other covenant, whether directly or indirectly,

by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or

such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a default

or an Event of Default under Section 501(4) or 501(8) or otherwise, as the case may be, but, except as specified above,

the remainder of this Indenture and such Securities and any coupons appertaining thereto shall be unaffected thereby.

Section 1404.     Conditions

to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1402 or Section 1403

to any Outstanding Securities of or within a series and any coupons appertaining thereto:

(a)           The

Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of

Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust

for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders

of such Securities and any coupons appertaining thereto, (1) an amount in such currency, currencies or currency unit in which such

Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity, or (2) Government Obligations

applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit

in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled

payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any

payment of principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining

thereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment

of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written

certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying

trustee) to pay and discharge, (i) the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Outstanding

Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and

(ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining

thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and

any coupons appertaining thereto.

(b)           Such

Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any

other material agreement or instrument to which the Company is a party or by which it is bound.

Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities

and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(6) and

501(7) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that

this condition shall not be deemed satisfied until the expiration of such period).

(d)           In

the case of an election under Section 1402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the

Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution

of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon

such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto 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.

(e)           In

the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect

that the Holders of such Outstanding Securities and any coupons appertaining thereto 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.

(f)           The

Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions

precedent to the Defeasance under Section 1402 or the Covenant Defeasance under Section 1403 (as the case may be) have been

complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above

and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case may be), registration

is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such

deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected.

(g)           Notwithstanding

any other provisions of this Section, such Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute

terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.

(h)           The

payment of amounts payable to the Trustee pursuant to this Indenture shall be paid or provided for to the reasonable satisfaction of

the Trustee.

Section 1405.     Deposited

Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last

paragraph of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301)

(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405,

the “Trustee”) pursuant to Section 1404 in respect of any Outstanding Securities of any series and any coupons appertaining

thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any coupons appertaining

thereto and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying

Agent) as the Trustee may determine, to the Holders of such Securities and any coupons appertaining thereto of all sums due and to become

due thereon in respect of principal (and premium or Make-Whole Amount, if any) and interest, but such money need not be segregated from

other funds except to the extent required by law.

Unless otherwise specified with respect to any

Security pursuant to Section 301, if, after a deposit referred to in Section 1404(a) has been made, (a) the Holder

of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of

such Security to receive payment in a currency or currency unit other than that in which the deposit pursuant to Section 1404(a) has

been made in respect of such Security, or (b) a Conversion Event occurs in respect of the currency or currency unit in which the

deposit pursuant to Section 1404(a) has been made, the indebtedness represented by such Security and any coupons appertaining

thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium

or Make-Whole Amount, if any), and interest, if any, on such Security as the same becomes due out of the proceeds yielded by converting

(from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security

into the currency or currency unit in which such Security becomes payable as a result of such election or Conversion Event based on the

applicable market exchange rate for such currency or currency unit in effect on the second Business Day prior to each payment date, except,

with respect to a Conversion Event, for such currency or currency unit in effect (as nearly as feasible) at the time of the Conversion

Event.

The Company shall pay and indemnify the Trustee

against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1404

or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account

of the Holders of such Outstanding Securities and any coupons appertaining thereto.

Anything in this Article to the contrary

notwithstanding, subject to Section 606, the Trustee shall deliver or pay to the Company from time to time upon Company Request

any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 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 a Defeasance or Covenant Defeasance,

as applicable, in accordance with this Article.

ARTICLE Fifteen

– MEETINGS OF HOLDERS OF SECURITIES

Section 1501.     Purposes

for Which Meetings May Be Called. A meeting of Holders of Securities of any series may be called at any time and from time to

time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other

action provided by this Indenture to be made, given or taken by Holders of Securities of such series.

Section 1502.     Call,

Notice and Place of Meetings.

(a)           The

Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to be held

at such time and at such place as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting

forth the time and the 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 106, not less than 20 nor more than 180 days prior to the date fixed for the meeting.

(b)           In

case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 25% in principal amount of the Outstanding Securities

of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified

in Section 1501, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee

shall not have made the first publication of the notice of such meeting within 20 days after receipt of such request or shall not thereafter

proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount

above specified, as the case may be, may determine the time and the place for such meeting and may call such meeting for such purposes

by giving notice thereof as provided in subsection (a) of this Section.

Section 1503.     Persons

Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a

Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for

a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled

to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting

and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

Section 1504.     Quorum;

Action. The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a

quorum for a meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such

meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified

percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal

amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the

time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved.

In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior

to the adjournment of such meeting. In the absence of a quorum at the reconvening of any such adjourned meeting, such adjourned meeting

may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting adjourned or further adjourned for

lack of a quorum, the Persons entitled to vote 25% in aggregate principal amount of the then Outstanding Securities shall constitute

a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of any adjourned meeting

shall be given as provided in Section 1502(a), except that such notice need be given only once not less than five days prior to

the date on which the meeting is scheduled to be reconvened.

Except as limited by the proviso to Section 902,

any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by

the affirmative vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities represented

at such meeting; provided, however, that, except as limited by the proviso to Section 902, any resolution with respect

to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may

be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding

Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid

by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that series.

Any resolution passed or decision taken at any

meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of

Securities of such series and the related coupons, whether or not present or represented at the meeting.

Notwithstanding the foregoing provisions of this

Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request, demand,

authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken

by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders of such

series and one or more additional series:

(i)           there

shall be no minimum quorum requirement for such meeting; and

(ii)         the

principal amount of the Outstanding Securities of such series that vote in favor of such request, demand, authorization, direction, notice,

consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice,

consent, waiver or other action has been made, given or taken under this Indenture.

Section 1505.     Determination

of Voting Rights; Conduct and Adjournment of Meetings.

(a)           Notwithstanding

any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders

of Securities of a series in regard to proof of the holding of Securities of such series 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 shall deem appropriate. Except as otherwise permitted

or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment

of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the Person executing the proxy

witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 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 Section 104 or other proof.

(b)           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 Holders of Securities as provided in Section 1502(b), in which case the Company or the Holders of Securities of

the series 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 Persons entitled to vote a majority in principal amount of the Outstanding Securities

of such series represented at the meeting.

any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of the Outstanding

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 Holder of a Security of such series or proxy.

(d)           Any

meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned

from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented

at the meeting, and the meeting may be held as so adjourned without further notice.

Section 1506.     Counting

Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities of any series

shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives

by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent

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, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared by

the secretary of the meeting and there shall be attached to said 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 fact, setting forth a copy of the notice of the meeting

and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed

and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company

and another 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 Sixteen

– SUBORDINATION OF SECURITIES

Section 1601.     Agreement

to Subordinate. Notwithstanding anything in this Indenture to the contrary (other than Article Four of this Indenture), the

Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent

and in the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of any Obligations

with respect to each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment

in full of all Senior Indebtedness.

Section 1602.     Payment

Over of Proceeds upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or Proceeding, or any receivership,

liquidation, reorganization or other similar case or Proceeding in connection therewith, relative to the Company or to its creditors,

as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary

and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling

of assets and liabilities of the Company, then and in any such event specified in (a), (b) or (c) above (each such event, if

any, herein sometimes referred to as a “Proceeding”)

(1)           the

holders of Senior Indebtedness shall first be entitled to receive payment in full of all Obligations due or to become due on or in respect

of all Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory

to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution on account

of principal of or premium, if any, or interest on or other Obligations in respect of the Securities or on account of any purchase, redemption

or other acquisition of Securities by the Company or any Subsidiary (individually and collectively, a “Securities Payment”),

and

(2)           any

payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Capital

Stock or securities of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by

a plan of reorganization or readjustment, the payment of which is subordinate, at least to the extent provided in this Article Sixteen

with respect to the Securities, to the payment in full, without diminution or modification by such plan, of all Senior Indebtedness),

to which the Holders would be entitled except for the provisions of this Article Sixteen, shall be paid by the liquidating trustee

or agent or other person making such a payment or distribution, directly to the holders of Senior Indebtedness) (or their representative(s) or

trustee(s) acting on their behalf), ratably according to the aggregate amounts remaining unpaid on account of the principal of or

interest on and other amounts due on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in

full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such

Senior Indebtedness.

In the event that, notwithstanding the foregoing

provisions of this Section 1602, the Trustee or the Holder of any Security shall have received any payment or distribution of assets

of the Company of any kind or character, whether in cash, property or securities (other than Capital Stock or securities of the Company

as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment,

the payment of which is subordinate, at least to the extent provided in this Article with respect to the Securities, to the payment

in full, without diminution or modification by such plan, of Senior Indebtedness), before all Senior Indebtedness is paid in full or

payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness,

such payment or distribution shall be held in trust for the benefit of, and be paid over to, the holders of the Senior Indebtedness remaining

unpaid (or their representative(s) or trustee(s) acting on their behalf), ratably as aforesaid, for application to the payment

of such Senior Indebtedness until such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment

or distribution to the holders of such Senior Indebtedness.

The consolidation of the Company with, or the

merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all

or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight

shall not be deemed a Proceeding for the purposes of this Section 1602 if the Person formed by such consolidation or into which

the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may

be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.

Section 1603.     No

Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no payment on account of

principal of or redemption of, interest on or other amounts due on the Securities, and no redemption, purchase, or other acquisition

of the Securities, shall be made by or on behalf of the Company (i) unless full payment of amounts then due for principal and interest

and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument

governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately

after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness

is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of

such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other

acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative

or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant

to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof

to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”)

commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee

by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured

or waived or (B) 180 days from the receipt of the Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments

on account of principal of or interest on the Securities and redemptions, purchases or other acquisitions may be made by or on behalf

of the Company. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period

of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness

existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced

by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360

consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other

event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice,

have been cured or waived.

In the event that, notwithstanding the provisions

of this Section 1603, payments are made by or on behalf of the Company in contravention of the provisions of this Section 1603,

such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be

paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other

agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests

may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness

in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or

for the holders of Senior Indebtedness.

The provisions of this Section shall not

apply to any payment with respect to which Section 1602 would be applicable.

Section 1604.     Reliance

by Senior Indebtedness on Subordination Provisions. Each Holder of any Security by his acceptance thereof acknowledges and agrees

that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration for each holder of any Senior

Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and

continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively

to have relied on such subordination provisions in acquiring and continuing to hold or in continuing to hold such Senior Indebtedness.

Section 1605.     Subrogation

to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all Obligations due or to become due on or in respect

of Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders

of Senior Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the

holders of such Senior Indebtedness pursuant to the provisions of this Article Sixteen to the rights of the holders of such Senior

Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal

of and premium, if any, and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions

to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would

be entitled except for the provisions of this Article Sixteen, and no payments over pursuant to the provisions of this Article Sixteen

to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than

holders of Senior Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account

of the Senior Indebtedness.

Section 1606.     Provisions

Solely to Define Relative Rights. The provisions of this Article Sixteen are and are intended solely for the purpose of defining

the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing

contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among

the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the obligation of the Company,

which is absolute and unconditional (and which, subject to the rights under this Article Sixteen of the holders of Senior Indebtedness,

is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Securities the principal

of and premium, if any, and interest on the Securities as and when the same shall become due and payable in accordance with their terms;

or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the

holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise

permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders

of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

Section 1607.     Trustee

to Effectuate Subordination. Each Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf

to take such action as may be necessary or appropriate to effectuate, as between the Holders of the Securities and the holders of Senior

Indebtedness, the subordination provided in this Article Sixteen and appoints the Trustee his attorney-in-fact for any and all such

purposes, including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law

of the Company (whether in bankruptcy, insolvency or receivership Proceedings or otherwise), the timely filing of a claim for the unpaid

balance of such Holder’s Securities in the form required in such Proceedings and the causing of such claim to be approved. If the

Trustee does not file a claim or proof of debt in the form required in such Proceedings prior to 30 days before the expiration of the

time to file such claims or proofs, then the holders of Senior Indebtedness, jointly, or their representatives shall have the right to

file an appropriate claim for and on behalf of the Holders and to demand, sue for, collect, receive and receipt for the payments and

distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Indebtedness as provided

in this Article Sixteen and to take all such other action in the name of the Holders or otherwise, as such holder of Senior Indebtedness

or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of this Article Sixteen.

Section 1608.     No

Waiver of Subordination Provisions. No right of any present or future holder of any Senior Indebtedness to enforce subordination

as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or

by any act or failure to act, in good faith, by any such holder or any representative or trustee therefor, or by any non-compliance by

the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have

or be otherwise charged with.

Without in any way limiting the generality of

the foregoing paragraph, the holders of Senior Indebtedness may, at any time from time to time, without the consent of or notice to the

Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or

releasing the subordination provided in this Article Sixteen or the obligations hereunder of the Holders of the Securities to the

holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend

the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or

any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release

or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable

in any manner for the collection of Senior Indebtedness and settle or compromise Senior Indebtedness (which, to the extent so settled

and compromised, shall be deemed to have been paid in full for all purposes hereof); (iv) apply any amounts received to any liability

of the Company owing to holders of Senior Indebtedness; and (v) exercise or refrain from exercising any rights against the Company

and any other Person.

Section 1609.     Notice

to Trustee. The Company shall give prompt written notice to the Trustee of any default or event of default with respect to any Senior

Indebtedness or of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the

Securities pursuant to the provisions of this Article Sixteen. Notwithstanding the provisions of this Article Sixteen or any

other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit

the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall

have received written notice thereof at its Corporate Trust Office from the Company or a holder of Senior Indebtedness or from any representative

or trustee acting on their behalf, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of such

authority of such trustee; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 612,

shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not

have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof

any money may become payable for any purpose (including, without limitation, the payment of the principal of and premium, if any, or

interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority

to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice

to the contrary which may be received by it within three Business Days prior to such date. Nothing contained in this Article Sixteen

or any other Article of this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during

the pendency of any Proceeding, or under the conditions described in Section 1603, from making payments at any time in respect of

the Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of

the Securities, or the retention thereof by any Holder, if the Trustee did not have notice, as provided in this Section 1609, that

such payment would have been prohibited by the provisions of this Article Sixteen.

Subject to the provisions of Section 612,

the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior

Indebtedness (or a representative or trustee therefor) to establish that such notice has been given by a holder of Senior Indebtedness

(or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the

right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Sixteen,

the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness

held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent

to the rights of such Person under this Article Sixteen, and if such evidence is not furnished, the Trustee may defer any payment

to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 1610.     Reliance

on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this

Article Sixteen, the Trustee, subject to the provisions of Section 612, and the Holders of the Securities shall be entitled

to rely upon any order or decree entered by any court of competent jurisdiction in which any Proceeding is pending, or a certificate

of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person

making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons

entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company,

the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to

this Article.

Section 1611.     Trustee

Not Fiduciary for Holders of Senior Indebtedness. With respect to the holders of the Senior Indebtedness, the Trustee undertakes

to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article and no implied

covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The

Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. Nothing contained in this Article Sixteen

or elsewhere in this Indenture, or in any of the Securities, shall prevent the application by the Trustee of any moneys which were deposited

with it hereunder, prior to its receipt of written notice of facts which would prohibit such application, for the purpose of the payment

of or on account of the principal of or interest on, the Securities unless, prior to the date on which such application is made by the

Trustee, the Trustee shall be charged with notice under Section 1609 hereof of the facts which would prohibit the making of such

application.

Section 1612.     Rights

of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights. The Trustee in its individual capacity

shall be entitled to all the rights set forth in this Article Sixteen with respect to any Senior Indebtedness which may at any time

be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee

of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant

to Section 606.

Section 1613.     Article Applicable

to Paying Agents. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then

acting hereunder, the term “Trustee” as used in this Article Sixteen shall in such case (unless the context otherwise

requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if

such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that

Section 1612 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

ARTICLE Seventeen

– CONVERSION OF SECURITIES

Section 1701.     Applicability

of Article; Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in

accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance

with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during

the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof

which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into

fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company,

at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Security or portion thereof

is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business

on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption,

in which case such conversion right shall terminate on the date such default is cured.

The price at which shares of Common Stock shall

be delivered upon conversion (herein called the “Conversion Price”) of Securities of any series shall be specified in such

Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704.

In case the Company shall, by dividend or otherwise,

declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security,

upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination

of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of

such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common Stock into

which such Security is converted, the portion of the evidence of indebtedness, shares of Capital Stock or assets so distributed applicable

to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced

by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company may, in lieu of distributing to

such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal

to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and

described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately

preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so

converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced

by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill for the evidences of indebtedness, shares of Capital

Stock or assets to which such Holder is so entitled, provided that such due bill (i) meets any applicable requirements of the principal

over-the-counter market or national securities exchange or other market on which the Common Stock is then traded, and (ii) requires

payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common

Stock receiving such distribution.

Section 1702.     Exercise

of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender

such Security, duly endorsed or assigned to the Company or in blank, at any office or agency maintained by the Company pursuant to Section 1002,

accompanied by written notice to the Company at such office or agency that the Holder elects to convert such Security or, if less than

the entire principal amount thereof is to be converted, the portion thereof to be converted and shall comply with any additional requirements

set forth in such Security. Securities surrendered for conversion during the period from the close of business on any Regular Record

Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except for Securities the

Maturity of which is prior to such Interest Payment Date) be accompanied by payment in funds acceptable to the Company of an amount equal

to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion and such

interest shall be paid on such Interest Payment Date as provided in Section 307. Except as provided in the preceding sentence, no

payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion

or on account of any dividends on the Common Stock issued upon conversion.

The Company’s delivery to the Holder of

the fixed number of shares of the Common Stock of the Company (and any cash in lieu of any fractional share of Common Stock) into which

the Security is convertible shall be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and

all accrued interest and original issue discount that has not previously been paid. The shares of Common Stock of the Company so delivered

shall be treated as issued first in payment of accrued interest and original issue discount and then in payment of principal. Thus, accrued

interest and original issue discount shall be treated as paid, rather than canceled, extinguished or forfeited.

Securities shall be deemed to have been converted

immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing

provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled

to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common

Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office

or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment

in lieu of any fraction of a share, as provided in Section 1703.

In the case of any Security which is converted

in part only, as promptly as practicable on or after the conversion date the Company shall execute and upon a Company Order the Trustee

shall authenticate and make available for delivery to the Holder thereof (or the Depositary in the case of a Global Security), at the

expense of the Company, a new Security or Securities, of authorized denominations in aggregate principal amount equal to the unconverted

portion of the principal amount of such Security.

Section 1703.     Fractions

of Shares. No fractional shares of Common Stock shall be issued upon conversion of Securities. If more than one Security shall be

surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be issuable upon conversion

thereof shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof) so surrendered.

Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of any Security or Securities (or specified

portions thereof), the Company shall pay a cash adjustment (rounded to the nearest cent) in respect of such fraction in an amount equal

to the same fraction of the Closing Price per share of the Common Stock on the day of conversion (or, if such day is not a Trading Day,

on the Trading Day immediately preceding such day).

Section 1704.     Adjustment

of Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows:

(1)           If

the Company pays or makes a dividend or other distribution (a) on its Common Stock exclusively in Common Stock or (b) on any

other class of Capital Stock of the Company, which dividend or distribution includes Common Stock of the Company, the Conversion Price

in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such

dividend or other distribution (the “Dividend Record Date”) shall be reduced by multiplying such Conversion Price by a fraction

of which the numerator shall be the number of shares of Common Stock of the Company outstanding at the close of business on the Dividend

Record Date and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or

other distribution. Such reduction shall become effective immediately after the opening of business on the day following the date fixed

for such determination. For the purposes of this paragraph (1), the number of shares of Common Stock of the Company at any time outstanding

shall not include shares held in the treasury of the Company, but shall include shares issuable in respect of scrip certificates issued

in lieu of fractions of shares of Common Stock. The Company shall not pay any dividend or make any distribution on shares of Common Stock

held in the treasury of the Company.

(2)           Subject

to paragraph (6) of this Section, if the Company pays or makes a dividend or other distribution on its Common Stock consisting exclusively

of Short Term Rights (as defined below), or otherwise issues Short Term Rights to all holders of its Common Stock, the Conversion Price

in effect at the opening of business on the day following the record date for the determination of holders of Common Stock entitled to

receive such Short Term Rights (the “Rights Record Date”) shall be reduced by multiplying such Conversion Price by a fraction

of which the numerator shall be the number of shares of Common Stock of the Company outstanding at the close of business on the Rights

Record Date plus the number of shares of Common Stock of the Company which the aggregate of the offering price of the total number of

shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall

be the number of shares of Common Stock of the Company outstanding at the close of business on the Rights Record Date plus the number

of shares of Common Stock so offered for subscription or purchase. Such reduction shall become effective immediately after the opening

of business on the day following the Rights Record Date. For the purposes of this paragraph (2), the number of shares of Common Stock

of the Company at any time outstanding shall not include shares held in the treasury of the Company, but shall include shares issuable

in respect of scrip certificates issued in lieu of fractions of shares of Common Stock of the Company. The Company shall not issue any

rights, options or warrants in respect of shares of its Common Stock held in the treasury of the Company. When used in this Section 1704,

the term “Short Term Rights” shall mean rights, warrants or options entitling the holders thereof (for a period commencing

no earlier than the Rights Record Date and expiring not more than 45 days after the Rights Record Date) to subscribe for or purchase

shares of Common Stock of the Company at a price per share less than the current market price per share (determined as provided in paragraph

(7) of this Section 1704) of the Common Stock of the Company on the Rights Record Date.

(3)           In

case outstanding shares of Common Stock of the Company shall be subdivided into a greater number of shares of Common Stock, the Conversion

Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately

reduced, and, conversely, in case outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares

of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes

effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the

opening of business on the day following the day upon which such subdivision or combination becomes effective.

(4)           Subject

to the last sentence of this paragraph (4) of this Section, if the Company, by dividend or otherwise, (a) distributes to all

holders of its Common Stock evidences of its indebtedness, shares of any class of Capital Stock of the Company or other assets (other

than cash dividends out of current or retained earnings), or (b) distributes to substantially all holders of Common Stock rights

or warrants to subscribe for securities (other than Short Term Rights to which paragraph (2) of this Section 1704 applies),

the Conversion Price shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the current

market price per share (determined as provided in paragraph (7) of this Section 1704) of the Common Stock of the Company on

the Reference Date (as defined below) less the fair market value (as determined in good faith by the Board of Directors, whose determination

shall be conclusive and described in a Board Resolution filed with the Trustee), on the Reference Date, of the portion of the evidences

of indebtedness and other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock (collectively,

the “Market Value of the Distribution”) and the denominator shall be such current market price per share of the Common Stock

of the Company. Such reduction shall become effective immediately prior to the opening of business on the day (the “Reference Date”)

following the later of (a) the date fixed for the payment of such distribution and (b) the date 20 days after notice relating

to such distribution is required to be given pursuant to Section 1706(a). If the Board of Directors determines the fair market value

of any distribution for purposes of this paragraph (4) by reference to the actual or when issued trading market for any securities

comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the current

market price per share pursuant to paragraph (7) of this Section 1704. In the event that, with respect to any distribution

to which this paragraph (4) of Section 1704 would otherwise apply, the Market Value of the Distribution is greater than the

current market price per share of the Common Stock (such distribution being referred to herein as an “Unadjusted Distribution”),

then the adjustment provided by this paragraph (4) shall not be made and in lieu thereof the provisions of Section 1711 shall

apply with respect to such Unadjusted Distribution.

(5)           The

Company may, but shall not be required to, make such reductions in the Conversion Price, in addition to those required by paragraphs

(1), (2), (3), and (4) of this Section 1704, as it considers to be advisable in order that any event treated for federal income

tax purposes as a dividend of stock or stock rights shall not be taxable to the recipients. In addition, the Company, from time to time,

may decrease the Conversion Price by any amount and for any reason, temporarily or otherwise, including situations where the Board of

Directors determines such decrease to be fair and appropriate with respect to transactions in which holders of Common Stock have the

right to participate.

(6)           Rights

or warrants issued or distributed by the Company to all holders of its Common Stock entitling the holders thereof to subscribe for or

purchase shares of Common Stock or Preferred Stock, which rights or warrants (i) are deemed to be transferred with such shares of

Common Stock, (ii) are not exercisable and (iii) are also issued or distributed in respect of future issuances of Common Stock,

in each case in clauses (i) through (iii) until the occurrence of a specified event or events (“Trigger Events”),

shall for purposes of this Section 1704 not be deemed issued or distributed until the occurrence of the earliest Trigger Event.

Each share of Common Stock issued upon conversion of Securities pursuant to this Article Seventeen shall be entitled to receive

the appropriate number of Common Stock purchase rights (the “Rights”), if any, and the certificates representing the Common

Stock issued upon conversion shall bear such legends, if any. Notwithstanding anything to the contrary in this Article Seventeen,

there shall not be any adjustment to the Conversion Price as a result of (i) the distribution of separate certificates representing

the Rights; (ii) the occurrence of certain events entitling holders of Rights to receive, upon exercise thereof, Common Stock

or other securities of the Company or other securities of another corporation; or (iii) the exercise of such Rights. No adjustment

in the Conversion Price need be made for rights to purchase or the sale of Common Stock pursuant to a Company plan providing for reinvestment

of dividends or interest.

(7)           For

the purpose of any computation under paragraph (2), (4) or (5) of this Section 1704, the “current market price”

per share of Common Stock of the Company on any date shall be deemed to be the average of the daily Closing Prices for the 15 consecutive

Trading Days selected by the Company commencing not more than 30 Trading Days before, and ending not later than, the date in question.

(8)           No

adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the

Conversion Price; provided, however, that any adjustments which by reason of this paragraph (8) are not required to

be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen

shall be made to the nearest cent or to the nearest one-hundredth of a share of Common Stock, as the case may be.

(9)           Anything

herein to the contrary notwithstanding, in the event the Company shall declare any dividend or distribution requiring an adjustment in

the Conversion Price hereunder and shall, thereafter and before the payment of such dividend or distribution to stockholders, legally

abandon its plan to pay such dividend or distribution, the Conversion Price then in effect hereunder, if changed to reflect such dividend

or distribution, shall upon the legal abandonment of such plan be changed to the Conversion Price which would have been in effect at

the time of such abandonment (after giving effect to all other adjustments not so legally abandoned pursuant to the provisions of this

Article Seventeen) had such dividend or distribution never been declared.

(10)         Notwithstanding

any other provision of this Section 1704, no adjustment to the Conversion Price shall reduce the Conversion Price below the then

par value per share of the Common Stock of the Company, and any such purported adjustment shall instead reduce the Conversion Price to

such par value. Notwithstanding the foregoing sentence, the Company hereby covenants that it will from time to time take all such action

as may be required to assure that the par value per share of the Common Stock is at all times equal to or less than the Conversion Price.

(11)         In

the event that this Article Seventeen requires adjustments to the Conversion Price under more than one of paragraphs (1), (2), (3) or

(4) of this Section 1704, and the record or effective dates for the transaction giving rise to such adjustments shall occur

on the same date, then such adjustments shall be made by applying (to the extent they are applicable), first, the provisions of paragraph

(3) of this Section 1704, second, the provisions of paragraph (1) of this Section 1704, third, the provisions of

paragraph (4) of this Section 1704 and, fourth, the provisions of paragraph (2) of this Section 1704. Anything herein

to the contrary notwithstanding, no single event shall require or result in duplicative adjustments in the Conversion Price pursuant

to this Section 1704. After an adjustment to the Conversion Price under this Article Seventeen, any subsequent event requiring

an adjustment under this Article Seventeen shall cause an adjustment to the Conversion Price as so adjusted. If, after an adjustment,

a Holder of a Security upon conversion of such Security receives shares of two or more classes of Capital Stock of the Company, the Conversion

Price shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock

as is contemplated by this Article Seventeen with respect to the Common Stock in this Article Seventeen.

Section 1705.     Notice

of Adjustments of Conversion Price. Whenever the Conversion Price is adjusted as herein provided:

(1)           the

Company shall compute the adjusted Conversion Price in accordance with Section 1704 or Section 1711 and shall prepare an Officer’s

Certificate setting forth the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment is based,

and such certificate shall forthwith be filed (with a copy to the Trustee) at each office or agency maintained for the purpose of conversion

of any Securities pursuant to Section 1002;

(2)           a

notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall forthwith be required,

and as soon as practicable after it is required, such notice shall be mailed by the Company to all Holders at their last addresses as

they shall appear in the Security Register; and

(3)           the

Company shall promptly file with the Trustee an Officers’ Certificate setting forth the Conversion Rate after such adjustment and

setting forth a brief statement of the facts requiring such adjustment. The Trustee may conclusively rely on the accuracy of the Conversion

Price adjustment provided by the Company. Unless and until a Responsible Officer of the Trustee shall have received such Officers’

Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Price and may assume without inquiry

that the last Conversion Price of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company

shall prepare a notice of such adjustment of the Conversion Price setting forth the adjusted Conversion Price and the date on which each

adjustment becomes effective and provide notice to Holders of such adjustment.

Section 1706.     Notice

of Certain Corporate Action. In case:

(1)           the

Company shall take any action that would require a Conversion Price adjustment pursuant to Section 1704 or Section 1711; or

(2)           there

shall occur any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares

of Common Stock), or any consolidation or merger to which the Company is a party, or the sale, transfer or lease of all or substantially

all of the assets of the Company and for which approval of any stockholders of the Company is required; or

(3)           there

shall occur the voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Company shall cause to be filed

at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 1002, and shall cause to be

mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 10 days prior to the applicable

record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the

purpose of any dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of

which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined,

or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is

expected to become effective, and, if applicable, the date as of which it is expected that holders of Common Stock of record shall be

entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,

merger, sale, transfer, dissolution, liquidation or winding up.

Section 1707.     Company

to Reserve Common Stock. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized

but unissued Common Stock, for the purpose of effecting the conversion of Securities, a number of shares of Common Stock for the conversion

of all outstanding Securities of any series which is convertible into Common Stock.

Section 1708.     Taxes

on Conversion. The Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common

Stock on conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in

respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that of the Holder of the Security

or Securities to be converted, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid

to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.

Section 1709.     Covenants

as to Common Stock. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will

upon issue be duly and validly issued, fully paid and nonassessable, free of preemptive or any similar rights, and, except as provided

in Section 1708, the Company will pay all taxes, liens and charges with respect to the issue thereof.

The Company will endeavor promptly to comply with

all Federal and state securities laws regulating the offer and delivery of shares of Common Stock upon conversion of Securities, if any,

and will list or cause to have quoted such shares of Common Stock on each national securities exchange or in the over-the-counter market

or such other market on which the Common Stock is then listed or quoted.

Section 1710.     Cancellation

of Converted Securities. All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction

of the Trustee, which shall dispose of the same as provided in Section 309.

Section 1711.     Provisions

in Case of Consolidation, Merger or Sale of Assets; Special Distributions. If any of the following shall occur, namely: (i) any

reclassification or change of outstanding shares of Common Stock issuable upon conversion of Securities (other than a change in par value,

or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any

consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which

does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value,

or from no par value to par value or as a result of a subdivision or combination) in, outstanding shares of Common Stock or (iii) any

sale or conveyance of all or substantially all of the property or business of the Company as an entirety, then the Person formed by such

consolidation or resulting from such merger or which acquires such properties or assets, as the case may be, shall as a condition precedent

to such transaction execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding

shall have the right thereafter, during the period such Security shall be convertible as specified in Section 1701, to convert such

Security only into the kind and amount of securities, cash and other property receivable, if any, upon such consolidation, merger, sale,

transfer or lease by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted

immediately prior to such consolidation, merger, sale, transfer or lease; provided that the kind and amount of securities, cash and other

property so receivable shall be determined on the basis of the following assumptions. The holder of Common Stock referred to in the foregoing

sentence:

(1)           is

not (a) a Person with which the Company consolidated, (b) a Person into which the Company merged or which merged into the Company,

or (c) a Person to which such sale, transfer or lease was made (any Person described in the foregoing clauses (a), (b), or (c),

hereinafter referred to as a “Constituent Person”), or (d) an Affiliate of a Constituent Person; and

(2)           failed

to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation,

merger, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation,

merger, sale transfer or lease is not the same for each share of Common Stock of the Company in respect of which such rights of election

shall not have been exercised, then for the purpose of this Section 1711 the kind and amount of securities, cash and other property

receivable upon such consolidation, merger, sale, transfer or lease shall be deemed to be the kind and amount so receivable per share

by a plurality of such shares of Common Stock).

Such supplemental indenture shall provide for

adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be

practicable to the adjustments provided for in this Article Seventeen. If, in the case of any such consolidation, merger, sale transfer

or lease the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock includes shares

of stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case may be, in

such consolidation, merger, sale, transfer or lease then such supplemental indenture shall also be executed by such other corporation

and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the

Company shall reasonably consider necessary by reason of the foregoing. The above provisions of this Section 1711 shall similarly

apply to successive consolidations, mergers, sales, transfers or leases.

In the event the Company shall execute a supplemental

indenture pursuant to this Section 1711, the Company shall promptly file with the Trustee an Officers’ Certificate briefly

stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by Holders

of the Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, sale, transfer

or lease and any adjustment to be made with respect thereto.

If the Company makes a distribution to all holders

of its Common Stock that constitutes an Unadjusted Distribution pursuant to the last sentence of paragraph (4) of Section 1704,

then, from and after the record date for determining the holders of Common Stock entitled to receive such distribution (the “Distribution

Record Date”), a Holder of a Security who converts such Security in accordance with the provisions of this Indenture shall, upon

conversion, be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount

of evidences of indebtedness, shares of Capital Stock, or other assets or subscription rights or warrants, as the case may be, comprising

the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the Distribution

Record Date.

Section 1712.     Trustee

Adjustment Disclaimer; Company Determination Final. The Trustee has no duty to determine when an adjustment under this Article Seventeen

should be made, how it should be made or what it should be. The Trustee has no duty to determine whether a supplemental indenture under

Section 1711 need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be

accountable for and makes no representation as to the validity, accuracy or value of any securities or assets issued upon conversion

of Securities. The Trustee shall not be responsible for the Company’s failure to comply with this Article Seventeen. Any determination

that the Company or the Board of Directors must make pursuant to this Article Seventeen is conclusive, absent manifest error. Whenever

the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent other than

the Trustee an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement

of the facts requiring such adjustment. The Trustee and Conversion Agent may conclusively rely on the accuracy of the Conversion Rate

adjustment provided by the Company. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ Certificate,

the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last

Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare

a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes

effective and provide notice to Holders of such adjustment.

Section 1713.     When

No Adjustment Required. Except as expressly set forth in Section 1704, no adjustment in the Conversion Price shall be made because

the Company issues, in exchange for cash, property or services, shares of its Common Stock, or any securities convertible into or exchangeable

for shares of its Common Stock, or securities (including warrants, rights and options) carrying the right to subscribe for or purchase

shares of its Common Stock or such convertible or exchangeable securities.

Notwithstanding anything herein to the contrary,

no adjustment in the Conversion Price shall be made pursuant to Section 1704 in respect of any dividend or distribution if the Holders

may participate therein (on a basis to be determined in good faith by the Board of Directors) and receive the same consideration they

would have received if they had converted the Securities immediately prior to the record date with respect to such dividend or distribution.

Section 1714.     Equivalent

Adjustments. In the event that, as a result of an adjustment made pursuant to Section 1704 above, the holder of any Security

thereafter surrendered for conversion shall become entitled to receive any shares of Capital Stock of the Company other than shares of

its Common Stock, thereafter the Conversion Price of such other shares so receivable upon conversion of any Securities shall be subject

to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common

Stock contained in this Article Seventeen.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused

this Indenture to be duly executed all as of the day and year first above written.

BEACON FINANCIAL CORPORATION

By:

/s/

Paul A. Perrault

Name:

Paul A. Perrault

Title:

President and Chief Executive Officer

U.S. BANK TRUST COMPANY NATIONAL ASSOCIATION

as Trustee

By:

/s/ James H. Byrnes

Name:

James H. Byrnes

Title:

Vice President

EXHIBIT A

FORM OF REDEEMABLE OR NON-REDEEMABLE SUBORDINATED

SECURITY

[Face of Security]

[If the Holder of this Security (as indicated below) is The Depository

Trust Company (“DTC”) or a nominee of DTC, this Security is a Global Security and the following two legends apply:

Unless this Security is presented by an authorized representative

of The Depository Trust Company a New York corporation (“DTC”) to the Company or its agent for registration of transfer,

conversion, exchange or payment, and such Security issued is registered in the name of Cede & Co., or in such other name as

requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested

by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL,

inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Unless and until this Security is exchanged in whole or in part

for Securities in certificated form, this Security may not be transferred except as a whole by DTC to a nominee thereof or by a nominee

thereof to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor.]

[If this Security is an Original Issue Discount Security, insert

— FOR PURPOSES OF SECTION 1273 and 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT

ON THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS , 20 , AND THE YIELD TO MATURITY IS %. THE METHOD USED TO DETERMINE

THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF , 20 TO , 20 , IS % OF THE PRINCIPAL AMOUNT OF THIS

SECURITY.]

BEACON FINANCIAL CORPORATION

[Designation of Series]

No.

CUSIP No.

BEACON FINANCIAL CORPORATION, a Delaware corporation (herein referred

to as the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse hereof),

for value received, hereby promises to pay to or registered assigns the principal sum of Dollars on (the “Stated Maturity Date”)

[or insert date fixed for earlier redemption (the “Redemption Date,” and together with the Stated Maturity Date with

respect to principal repayable on such date, the “Maturity Date.”)i

[If the Security is to bear interest prior to Maturity, insert

— and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided

for, semi-annually on and in each year (each, an “Interest Payment Date”), commencing , at the rate of % per annum, until

the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest

Payment Date will, as provided in such Indenture, be paid to the Holder in whose name this Security (or one or more Predecessor Securities)

is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business

Day), as the case may be, next preceding such Interest Payment Date [at the office or agency of the Company maintained for such purpose;

provided, however, that such interest may be paid, at the Company’s option, by mailing a check to such Holder at

its registered address or by transfer of funds to an account maintained by such Holder within the United States]. Any such interest not

so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid

to the Holder in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special

Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities

of this series not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent

with the requirements of any over-the-counter market or securities exchange on which the Securities of this series may be quoted or listed,

and upon such notice as may be required by such market or exchange, all as more fully provided in the Indenture. Interest will be computed

on the basis of a 360-day year of twelve 30-day months.]

[If the Security is not to bear interest prior to Maturity, insert

— The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration,

upon redemption or at the [Stated] Maturity Date and in such case the overdue principal of this Security shall bear interest at the rate

of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such

default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall

be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per

annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand

for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]

The principal of this Security payable on the Stated Maturity Date

[or the principal of, premium or Make-Whole Amount, if any, and, if the Redemption Date is not an Interest Payment Date, interest on

this Security payable on the Redemption Date] will be paid against presentation of this Security at the office or agency of the Company

maintained for that purpose in , in such coin or currency of the United States of America as at the time of payment is legal tender for

the payment of public and private debts.

Interest payable on this Security on any Interest Payment Date and

on the [Stated] Maturity Date [or Redemption Date, as the case may be,] will include interest accrued from and including the next preceding

Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including , if no interest has been

paid on this Security) to but excluding such Interest Payment Date or the [Stated] Maturity Date [or Redemption Date, as the case may

be.] If any Interest Payment Date or the [Stated] Maturity Date or [Redemption Date] falls on a day that is not a Business Day, as defined

below, principal, premium or Make-Whole Amount, if any, and/or interest payable with respect to such Interest Payment Date or [Stated]

Maturity Date [or Redemption Date, as the case may be,] will be paid on the next succeeding Business Day with the same force and effect

as if it were paid on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after

such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the case may be.] “Business Day” means any day,

other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in The City of New York are

required or authorized by law, regulation or executive order to close.

[If this Security is a Global Security, insert — All

payments of principal, premium or Make-Whole Amount, if any, and interest in respect of this Security will be made by the Company in

immediately available funds.]

Reference is hereby made to the further provisions of this Security

set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed

by the Trustee by manual signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the

Indenture, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly

executed under its facsimile corporate seal.

Dated:

BEACON FINANCIAL

CORPORATION

By:

Name:

Title:

Attest:

Secretary

[Reverse of Security]

BEACON FINANCIAL CORPORATION

This Security is one of a duly authorized issue of securities of the

Company (herein called the “Securities”), issued and to be issued in one or more series under an

Indenture,

dated as of August 20, 2026 (herein called the “Indenture”) between the Company and U.S. Bank Trust Company,

National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture

with respect to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is

hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee

and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security

is one of the duly authorized series of Securities designated on the face hereof (collectively, the “Securities”), [if

applicable, insert — and the aggregate principal amount of the Securities to be issued under such series is limited to $ (except

for Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Securities).] All terms used in

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

If an Event of Default, as defined in the Indenture, shall occur and

be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided

in the Indenture.

[If applicable, insert — The Securities may not be redeemed

prior to the Stated Maturity Date.]

[If applicable, insert — The Securities are subject to

redemption [ (1) (If applicable, insert — on in any year commencing with the year and ending with the year through

operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2) ] [If applicable,

insert — at any time [on or after ], as a whole or in part, at the election of the Company, at the following Redemption Prices

(expressed as percentages of the principal amount):

If redeemed on or before , % and if redeemed during the 12-month period

beginning of the years indicated at the Redemption Prices indicated below.

Year

Redemption

Price

Year

Redemption

Price

and thereafter at a Redemption Price equal to % of the principal amount,

together in the case of any such redemption [If applicable, insert — (whether through operation of the sinking fund or otherwise)]

with accrued interest to the Redemption Date; provided, however, that installments of interest on this Security whose Stated

Maturity is on or prior to such Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities,

of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert — The Securities

are subject to redemption (1) on in any year commencing with the year and ending with the year through operation of the sinking

fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal

amount) set forth in the table below, and (2) at any time [on or after ], as a whole or in part, at the election of the Company,

at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal

amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated,

Year

Redemption

Price for

Redemption Through

Operation of the Sinking Fund

Redemption

Price for

Redemption Otherwise Than

Through Operation of the

Sinking Fund

and thereafter at a Redemption Price equal to % of the principal amount,

together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the

Redemption Date; provided, however, that installments of interest on this Security whose Stated Maturity is on or

prior to such Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the

close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert — Notwithstanding

the foregoing, the Company may not, prior to , redeem any Securities as contemplated by [Clause (2) of] the preceding paragraph

as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an

interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.]

[If applicable, insert — The sinking

fund for the Securities provides for the redemption on in each year, beginning with the year and ending with the year , of [not less

than] $ ] [(“mandatory sinking fund”) and not more than $ ] aggregate principal amount of the Securities. [The Securities

acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory]

sinking fund payments otherwise required to be made in the [describe order] order in which they become due.]]

Notice of redemption will be given by mail to

Holders of Securities, not less than 30 nor more than 60 days prior to the Redemption Date, all as provided in the Indenture.

In the event of redemption of this Security in

part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation

hereof.

[If applicable, insert conversion provisions set

forth in any Board Resolution or indenture supplemental to the Indenture.]

The Indenture permits, with certain exceptions

as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders

of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority

of the aggregate principal amount of all Securities issued under the Indenture at the time Outstanding and affected thereby. The Indenture

also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the Outstanding Securities,

on behalf of the Holders of all such Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore,

provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount, in certain instances, of

the Outstanding Securities of any series to waive, on behalf of all of the Holders of Securities of such series, certain past defaults

under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding

upon such Holder and upon all future Holders of this Security and other Securities issued upon the registration of transfer hereof or

conversion or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision

of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay

the principal of (and premium or Make-Whole Amount, if any) and interest on this Security at the times, places and rate, and in the coin

or currency, herein prescribed.

As provided in the Indenture and subject to certain

limitations therein [and herein] set forth, the transfer of this Security is registrable in the Security Register of the Company upon

surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and

premium or Make-Whole Amount, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument

of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly

authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount,

will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain

limitations therein [and herein] set forth, this Security is exchangeable for a like aggregate principal amount of Securities of different

authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same.

This Security is subordinated to the prior payment

in full in cash of Senior Indebtedness to the extent set forth in Article Sixteen of the Indenture.

The Securities of this series are issuable only

in registered form [without coupons] in denominations of $ and any integral multiple thereof.

No service charge shall be made for any such registration

of transfer or conversion or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental

charge payable in connection therewith,

Prior to due presentment of this Security for

registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this

Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee

nor any such agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the

principal of or premium or Make-Whole Amount, if any, or the interest on this Security, or for any claim based hereon, or otherwise in

respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any past, present or future

stockholder, employee, officer or director, as such, of the Company or of any successor, either directly or through the Company or any

successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise,

all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

The Indenture and the Securities shall be governed

by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in such

State.

EXHIBIT B

FORMS OF CERTIFICATION

EXHIBIT B-1

FORM OF CERTIFICATE TO BE GIVEN BY PERSON

ENTITLED TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient description of Securities

to be delivered]

This is to certify that, as of the date hereof,

and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are

not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which

is subject to United States Federal income taxation regardless of its source (“United States person(s)”), (ii) are owned

by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as

defined in United States Treasury Regulations Section 2.165-12(c)(1)(v) are herein referred to as “financial institutions”)

purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign

branches of United States financial institutions and who hold the Securities through such United States financial institutions on the

date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through

its agent, that you may advise Beacon Financial Corporation or its agent that such financial institution will comply with the requirements

of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations

thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted

period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United

States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)),

this is to further certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly

to a United States person or to a person within the United States or its possessions.

As used herein, “United States” means

the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto

Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested

telex or by telecopy on or prior to the date on which you intend to submit your certification relating to the above-captioned Securities

held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date,

and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certificate excepts and does not relate to

[U.S.$] of such interest in the above-captioned Securities in respect of which we are not able to certify and as to which we understand

an exchange for an interest in a permanent Global Security or an exchange for and delivery of definitive Securities (or, if relevant,

collection of any interest) cannot be made until we do so certify.

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:

[To be dated no earlier than the 15th day prior

to (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]

[Name of Person Making Certification]

(Authorized Signature)

Name:

Title:

EXHIBIT B-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM S.A. IN CONNECTION WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR

TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient description of Securities

to be delivered]

This is to certify that, based solely on written

certifications that we have received in writing, by tested telex or by electronic transmission from each of the persons appearing in

our records as persons entitled to a portion of the principal amount set forth below (our “Member Organizations”) substantially

in the form attached hereto, as of the date hereof, [U.S.$] principal amount of the above-captioned Securities (i) is owned by person(s) that

are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of

which is subject to United States Federal income taxation regardless of its source (“United States person(s)”), (ii) is

owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions,

as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial institutions”)

purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign

branches of United States financial institutions and who hold the Securities through such United States financial institutions on the

date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent,

that we may advise Beacon Financial Corporation or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A),

(B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United

States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury

Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions described in clause (iii) above

(whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of

resale directly or indirectly to a United States person or to a person within the United States or its possessions.

As used herein, “United States” means

the United States of America (including the States and the District of Columbia); and its “Possessions” include Puerto

Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We further certify that (i) we are not making

available herewith for exchange (or, if relevant, collection of any interest) any portion of the temporary Global Security representing

the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of the date hereof

we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations

with respect to any portion of the part submitted herewith for exchange (or, if relevant, collection of any interest) are no longer true

and cannot be relied upon as of the date hereof.

We understand that this certification is 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:

[To

be dated no earlier than the Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]

[Morgan Guaranty Trust Company of New York, Brussels

Office, as Operator of the Euroclear System Clearstream Banking Luxembourg]

By:

Name:

Title:

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2623534d1_ex4-2.htm · Sequence: 4

Exhibit 4.2

BEACON FINANCIAL CORPORATION

FIRST SUPPLEMENTAL INDENTURE

dated as of August 20, 2026

to the Indenture

dated as of August 20, 2026

6.25% Fixed-to-Floating Rate Subordinated Notes

due September 1, 2036

U.S. Bank Trust Company, National Association,

as Trustee

Table of Contents

Page

ARTICLE 1 SCOPE

OF FIRST SUPPLEMENTAL INDENTURE

Section 1.01

Scope

ARTICLE 2 DEFINITIONS

Section 2.01

Definitions and Other Provisions of General Application

ARTICLE 3 FORM AND

TERMS OF THE 2036 NOTES

Section 3.01

Establishment of the Series; Designation, and Form of the 2036 Notes

Section 3.02

Maturity

Section 3.03

Payment; Appointment of Agents

Section 3.04

Global Notes

Section 3.05

Interest

Section 3.06

Subordination

Section 3.07

No Sinking Fund

Section 3.08

No Conversion or Exchange Rights

Section 3.09

Events of Default; Acceleration

Section 3.10

Defeasance

Section 3.11

No Collateral

ARTICLE 4 REDEMPTION

OF THE 2036 NOTES

Section 4.01

Optional Redemption

Section 4.02

Redemption Upon Special Events

Section 4.03

Notice of Redemption

Section 4.04

Applicability of Base Indenture

ARTICLE 5 ISSUE

OF 2036 NOTES

Section 5.01

Original Issue of 2036 Notes

Section 5.02

Additional Issues of Notes

ARTICLE 6 SUPPLEMENTAL

INDENTURES

Section 6.01

Supplemental Indentures

ARTICLE 7 MISCELLANEOUS

Section 7.01

Trust Indenture Act

Section 7.02

Governing Law; Waiver of Jury Trial

Section 7.03

Duplicate Originals

Section 7.04

Severability

Section 7.05

Ratification

Section 7.06

Effectiveness

Section 7.07

Successors

Section 7.08

Indenture and 2036 Notes Solely Corporate Obligations

Section 7.09

Trustee’s Disclaimer

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (“First

Supplemental Indenture”), dated as of August 20, 2026, between Beacon Financial Corporation, a Delaware corporation (the

“Company”), and U.S. Bank Trust Company, National Association, a national banking association, not in its individual

capacity but solely as trustee (“Trustee”).

WHEREAS, the Company and the Trustee have

executed and delivered a Subordinated Indenture, dated as of August 20, 2026 (the “Base Indenture” and as supplemented

by this First Supplemental Indenture, the “Indenture”), to provide for the issuance from time to time by the Company

of its unsecured subordinated indebtedness to be issued in one or more series as provided in the Indenture;

WHEREAS, the issuance and sale of a new

series of Securities of the Company designated as its 6.25% Fixed-to-Floating Rate Subordinated Notes due September 1, 2036 (the

“2036 Notes”) have been authorized by resolutions adopted by the Board of Directors of the Company;

WHEREAS, the Company desires to execute

this First Supplemental Indenture to establish the terms of the 2036 Notes;

WHEREAS, all things necessary to make this

First Supplemental Indenture a legal and binding supplement to the Base Indenture in accordance with its terms and the terms of the Base

Indenture have been done;

WHEREAS, all conditions precedent provided

for in the Base Indenture relating to the execution of this First Supplemental Indenture have been satisfied; and

WHEREAS, the Company has requested that

the Trustee execute and deliver this First Supplemental Indenture.

NOW, THEREFORE, for and in consideration

of the premises stated herein and the purchase of the 2036 Notes by the Holders thereof, the Company and the Trustee covenant and agree,

for the equal and proportionate benefit of the Holders of the 2036 Notes, as follows:

ARTICLE 1

SCOPE OF FIRST SUPPLEMENTAL INDENTURE

Section 1.01           Scope.

This First Supplemental Indenture constitutes a supplement to the Base Indenture and an integral part of the Indenture and shall be read

together with the Base Indenture as though all the provisions thereof are contained in one instrument. Except as expressly amended and/or

supplemented by this First Supplemental Indenture with respect to the 2036 Notes, the terms and provisions of the Base Indenture shall

remain in full force and effect. Notwithstanding the foregoing, this First Supplemental Indenture shall only apply to the 2036 Notes.

ARTICLE 2

DEFINITIONS

Section 2.01           Definitions

and Other Provisions of General Application. For all purposes of this First Supplemental Indenture unless otherwise specified herein:

(a)           all

terms used in this First Supplemental Indenture which are not otherwise defined herein shall have the meanings they are given in the

Base Indenture;

(b)           the

provisions of general application stated in Sections 101 through 113 and Sections 113 and 114 of the Base Indenture shall apply to this

First Supplemental Indenture, except that the words “herein,” “hereof,” “hereto,” and “hereunder”

and other words of similar import refer to this First Supplemental Indenture as a whole and not to the Base Indenture or any particular

Article, Section, or other subdivision of the Base Indenture or this First Supplemental Indenture;

with respect to the 2036 Notes, Section 112 of the Base Indenture is hereby amended and restated as follows:

“Section 112 Legal Holidays.

In the event that a Fixed Rate Interest Payment Date, Redemption

Date or the Stated Maturity Date falls on a day that is not a Business Day, then the amounts payable on such date will be paid on the

next succeeding Business Day without the accumulation of additional interest. In the event that a Floating Rate Interest Payment Date

falls on a day that is not a Business Day, then such Floating Rate Interest Payment Date will be postponed to the next succeeding Business

Day unless such day falls in the next succeeding calendar month, in which case such Floating Rate Interest Payment Date will be accelerated

to the immediately preceding Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued

to but excluding such Business Day.”

(d)           the

terms defined in this Section 2.01 (except as herein otherwise expressly provided or unless the context of this First Supplemental

Indenture otherwise requires) for all purposes of this First Supplemental Indenture and of any indenture supplemental hereto have the

respective meanings specified in this Section 2.01. All other terms used in this First Supplemental Indenture that are defined in

the Base Indenture, either directly or by reference therein (except as herein otherwise expressly provided or unless the context of this

First Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Base Indenture, as in force

at the date of this First Supplemental Indenture as originally executed; provided that any term that is defined in both the Base Indenture

and this First Supplemental Indenture shall have the meaning assigned to such term in this First Supplemental Indenture with respect

to the 2036 Notes:

“1940 Act Event” means an event

requiring the Company to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

“2036 Notes” has the meaning

provided in the recitals.

“Bank” means Beacon Bank &

Trust.

“Base Indenture” has the meaning

provided in the recitals.

“Benchmark” means, initially,

Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time for any Interest Period that

a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current

Benchmark, then “Benchmark” means the applicable Benchmark Replacement for such Interest Period and any subsequent

Interest Periods. All percentages used in or resulting from any calculation of the then-current Benchmark shall be rounded, if necessary,

to the nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.

“Benchmark Replacement” means

the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark;

provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (b) the

then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date have occurred

with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined),

then “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the

Calculation Agent as of the Benchmark Replacement Date:

(1)           Compounded

SOFR;

(2)           the

sum of: (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the

then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

(3)           the

sum of: (a) the ISDA Fallback Rate, and (b) the Benchmark Replacement Adjustment; and

(4)           the

sum of: (a) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark

for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current

Benchmark for U.S. Dollar-denominated floating rate securities at such time, and (b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment”

means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement

Date:

(1)           the

spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero),

that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2)           if

the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and

(3)           the

spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving due consideration

to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for the replacement of the

then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar-denominated floating rate securities at such

time.

“Benchmark Replacement Conforming Changes”

means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition

of “Interest Period,” timing and frequency of determining rates with respect to each Interest Period and making payments

of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may be appropriate to

reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Calculation

Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines

that no market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation Agent determines is reasonably

necessary).

“Benchmark Replacement Date”

means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)           in

the case of clause (1) of the definition of “Benchmark Transition Event,” the relevant Reference Time in respect of

any determination;

(2)           in

the case of clause (2) or (3) of the definition of “Benchmark Transition Event,” the later of (a) the date

of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark

permanently or indefinitely ceases to provide the Benchmark; or

(3)           in

the case of clause (4) of the definition of “Benchmark Transition Event,” the date of the public statement or publication

of information referenced therein.

For the avoidance of doubt, for purposes of the

definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the Benchmark also include any reference rate

underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR).

For the avoidance of doubt, if the event giving

rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination,

the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event”

means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)           if

the Benchmark is Three-Month Term SOFR, (a) the Relevant Governmental Body has not selected or recommended a forward-looking term

rate for a tenor of three months based on SOFR, (b) the development of a forward-looking term rate for a tenor of three months based

on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete, or (c) the Company determines that

the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;

(2)           a

public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator

has ceased or will cease to provide the Benchmark, permanently or indefinitely; provided that, at the time of such statement or publication,

there is no successor administrator that will continue to provide the Benchmark;

(3)           a

public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank

for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority

with jurisdiction over the administrator for the Benchmark, or a court or an entity with similar insolvency or resolution authority over

the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark

permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will

continue to provide the Benchmark; or

(4)           a

public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the

Benchmark is no longer representative.

“Business Day” means any day

other than a Saturday, a Sunday, or a day on which banking institutions in the City of New York are authorized or required by law, regulation,

or executive order to remain closed.

“Calculation Agent” means the

agent appointed by the Company prior to the commencement of the Floating Rate Period, which may include the Company or any of its affiliates,

or any other successor appointed by the Company, to act as calculation agent.

“Company” has the meaning provided

in the preamble.

“Compounded SOFR” means the

compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for

this rate being established by the Calculation Agent in accordance with:

(1)           the

rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining

Compounded SOFR; provided that:

(2)           if,

and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above,

then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent giving due

consideration to any industry-accepted market practice for U.S. Dollar-denominated floating rate securities at such time.

For the avoidance of doubt, the calculation of

Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable) and the spread of 215 basis points per annum.

“Corresponding Tenor” with

respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day

adjustment) as the applicable tenor for the then-current Benchmark.

“DTC” has the meaning provided

in Section 3.04.

“Federal Reserve Board” means

the Board of Governors of the Federal Reserve System or any successor regulatory authority with jurisdiction over bank or financial holding

companies.

“First Reset Date” has the

meaning provided in Section 3.05(a).

“Fixed Rate Interest Payment Date”

has the meaning provided in Section 3.05(a).

“Floating Rate Interest Payment Date”

has the meaning provided in Section 3.05(a).

“Floating Rate Period” has

the meaning provided in Section 3.05(a).

“Global Note” shall be a global

security representing 2036 Notes and have the meaning set forth in Section 3.04.

“Indenture” has the meaning

provided in the recitals.

“Independent Regulatory Counsel”

means a law firm, a member of a law firm, or an independent practitioner that is experienced in matters of federal bank holding company

and banking regulatory law, including the laws, rules, and guidelines of the Federal Reserve Board relating to regulatory capital, and

shall include any Person who, under the standards of professional conduct then prevailing and applicable to such counsel, would not have

a conflict of interest in representing the Company or the Trustee in connection with providing the legal opinion contemplated by the

definition of the term “Tier 2 Capital Event.”

“Independent Tax Counsel” means

a law firm, a member of a law firm, or an independent practitioner that is experienced in matters of federal income taxation law, including

the deductibility of interest payments made with respect to corporate debt instruments, and shall include any Person who, under the standards

of professional conduct then prevailing and applicable to such counsel, would not have a conflict of interest in representing the Company

or the Trustee in connection with providing the legal opinion contemplated by the definition of the term “Tax Event.”

“Initial 2036 Notes” has the

meaning provided in Section 5.01.

“Interest Payment Date” has

the meaning provided in Section 3.05(a).

“Interest Period” has the meaning

provided in Section 3.05(b).

“Interpolated Benchmark” with

respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between: (1) the

Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor, and (2) the

Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

“ISDA” means the International

Swaps and Derivatives Association, Inc. or any successor.

“ISDA Definitions” means the

2021 ISDA Definitions published by the ISDA or any successor thereto, as amended or supplemented from time to time, or any successor

definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment”

means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing

the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable

tenor.

“ISDA Fallback Rate” means

the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index

cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Place of Payment” shall mean

an office or agency of the Company maintained for such purpose, which shall initially be the corporate trust office of the Trustee located

at 60 Livingston Avenue, St. Paul, MN 55107, Attn: Global Corporate Trust Services.

“Regular Record Date” means

the 15th calendar day that is immediately preceding the applicable Interest Payment Date, whether or not a Business Day.

“Reference Time” with respect

to any determination of the Benchmark means (1) if the Benchmark is Three-Month Term SOFR, the date that is two (2) Business

Days prior to the start of the relevant Floating Rate Interest Period, or such other time determined by the Calculation Agent after giving

effect to the Three-Month Term SOFR Conventions, and (2) if the Benchmark is not Three-Month Term SOFR, the time determined by the

Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body”

means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal

Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“First Supplemental Indenture”

has the meaning provided in the preamble.

“SOFR” means the secured overnight

financing rate published by the Federal Reserve Bank of New York, as the administrator of the Benchmark (or a successor administrator),

on the Federal Reserve Bank of New York’s website.

“Stated Maturity Date” shall

have the meaning set forth in Section 3.02 hereof.

“Tax Event” means the receipt

by the Company of an opinion of Independent Tax Counsel to the effect that, as a result of: (a) an amendment to or change (including

any announced prospective amendment or change) in any law or treaty, or any regulation thereunder, of the United States or any of its

political subdivisions or taxing authorities; (b) a judicial decision, administrative action, official administrative pronouncement,

ruling, regulatory procedure, regulation, notice, or announcement, including any notice or announcement of intent to adopt or promulgate

any ruling, regulatory procedure, or regulation (any of the foregoing, an “administrative or judicial action”); (c) an

amendment to or change in any official position with respect to, or any interpretation of, an administrative or judicial action or a

law or regulation of the United States that differs from the previously generally accepted position or interpretation; or (d) a

threatened challenge asserted in writing in connection with an audit of the Company’s federal income tax returns or positions,

or a similar audit of any of its Subsidiaries, or a publicly known threatened challenge asserted in writing against any other taxpayer

that has raised capital through the issuance of securities that are substantially similar to the 2036 Notes, in each case, occurring

or becoming publicly known on or after the original issue date of the 2036 Notes, there is more than an insubstantial risk that interest

payable by the Company on the 2036 Notes is not, or, within 90 days of the date of such opinion, will not be, deductible by the Company,

in whole or in part, for United States federal income tax purposes.

“Term SOFR” means the forward-looking

term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Term SOFR Administrator” means

any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a successor administrator).

“Three-Month Term SOFR” means

the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any Interest

Period, as determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions. All percentages used in

or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one-hundred-thousandth of a

percentage point, with 0.000005% rounded up to 0.00001%.

“Three-Month Term SOFR Conventions”

means any determination, decision, or election with respect to any technical, administrative, or operational matter (including with respect

to the manner and timing of the publication of Three-Month Term SOFR, or changes to the definition of “Interest Period,”

timing and frequency of determining Three-Month Term SOFR with respect to each Interest Period and making payments of interest, rounding

of amounts or tenors, and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the use of Three-Month

Term SOFR as the Benchmark in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption

of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice

for the use of Three-Month Term SOFR exists, in such other manner as the Calculation Agent determines is reasonably necessary).

“Tier 2 Capital Event” means

the receipt by the Company of an opinion of Independent Regulatory Counsel that as a result of:

(1)           any

amendment to, or change in, the laws, rules, or regulations of the United States (including, for the avoidance of doubt, any agency or

instrumentality of the United States, including the Federal Reserve Board and other appropriate federal bank regulatory agencies) or

any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of the 2036 Notes;

(2)           any

proposed change in those laws, rules, or regulations that is announced or becomes effective after the initial issuance of the 2036 Notes;

(3)           any

official administrative decision, judicial decision, administrative action, or other official pronouncement interpreting or applying

those laws, rules, or regulations or policies with respect thereto that is announced after the initial issuance of the 2036 Notes,

in each case, there is more than an insubstantial risk that the Company

will not be entitled to treat the 2036 Notes then outstanding as “Tier 2 Capital” (or its equivalent) for purposes

of the capital adequacy rules of the Federal Reserve Board (or, as and if applicable, the capital adequacy rules or regulations

of any successor appropriate federal banking agency) as then in effect and applicable, for so long as any 2036 Note is outstanding. “Appropriate

federal banking agency” means the “appropriate federal banking agency” with respect to the Company as that term

is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.

“Trustee” has the meaning provided

in the preamble.

“Unadjusted Benchmark Replacement”

means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“U.S. Dollars” means such currency

of the United States as at the time of payment shall be legal tender for the payment of public and private debt.

ARTICLE 3

FORM AND TERMS OF THE 2036 NOTES

Section 3.01           Establishment

of the Series; Designation, and Form of the 2036 Notes.

(a)           Pursuant

to the terms hereof and Sections 201 and 301 of the Base Indenture, the Company hereby creates a series of Securities designated as the

“6.25% Fixed-to-Floating Rate Subordinated Notes due September 1, 2036,” which are referred to herein as the 2036 Notes,

and have the CUSIP number           084680AC1, which 2036 Notes shall

be deemed “Securities” for all purposes under the Base Indenture and shall have the terms set forth in the Base Indenture,

as amended and supplemented by this First Supplemental Indenture.

(b)           The

2036 Notes shall have such other terms as are set forth in the form thereof attached hereto as Exhibit A. The terms contained

in the 2036 Notes shall constitute, and are hereby expressly made, a part of the Indenture, and the Company and the Trustee, by their

execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

2036 Notes and the Trustee’s certificate of authentication thereon are to be substantially in the form attached as Exhibit A

hereto, with such changes therein as the officer of the Company executing the 2036 Notes (by manual or facsimile signature) in accordance

with Section 303 of the Base Indenture may approve in accordance with the terms hereof and of the Base Indenture, such approval

to be conclusively evidenced by such officer’s execution thereof.

(d)           The

2036 Notes will be issuable and may be transferred only in denominations of $1,000 or any amount in excess thereof that is an integral

multiple of $1,000.

Section 3.02           Maturity.

The date upon which the 2036 Notes shall become due and payable at final maturity, together with any accrued and unpaid interest then

owing, is September 1, 2036 (the “Stated Maturity Date”), unless such 2036 Notes shall have been redeemed in

full prior to such date pursuant to Article 4 hereof.

Section 3.03           Payment;

Appointment of Agents. Principal and, in the case of redemption, interest, if any, due on the Stated Maturity Date or any earlier

date of redemption of a 2036 Note shall be payable against presentation and, if the final payment, surrender of such 2036 Note at the

Place of Payment. Interest payable on an Interest Payment Date will be made by wire transfer in immediately available funds or, at the

option of the Company in the event that the 2036 Notes are not represented by one or more Global Notes, by check mailed to the Person

entitled thereto at such address as shall appear in the Security Register.

The Security Registrar and Paying Agent for the

2036 Notes shall initially be the Trustee.

The amounts payable with respect to the 2036 Notes

shall be payable in U.S. Dollars.

Section 3.04           Global

Notes. Except as provided in Section 305 of the Base Indenture, the 2036 Notes will be issued as one or more fully registered

global notes in book-entry form (each such global note, a “Global Note”) registered in the name of or held by The

Depository Trust Company (and any successor thereto) (“DTC”) or its nominee, as the U.S. Depository for the 2036 Notes,

and deposited with DTC or its designated custodian or such other U.S. Depository as any officer of the Company may from time to time

designate. Unless and until a Global Note is exchanged for 2036 Notes in certificated form, such Global Note may be transferred, in whole

but not in part, and any payments on the 2036 Notes shall be made, only to DTC or a nominee of DTC, or to a successor U.S. Depository

selected or approved by the Company or to a nominee of such successor U.S. Depository as provided in the Base Indenture.

Section 3.05           Interest.

(a)           The

2036 Notes will bear interest (i) at an initial rate of 6.25% per annum, payable semi-annually in arrears on March 1 and September 1

of each year (each, a “Fixed Rate Interest Payment Date”), commencing on March 1, 2027, from and including the

date of issuance to but excluding September 1, 2031 (the “First Reset Date”) and (ii) from and including

the First Reset Date (the “Floating Rate Period”) at an annual floating rate equal to the then-current Three-Month

Term SOFR or such other Benchmark, as determined by the Calculation Agent at the Reference Time for the applicable Interest Period, plus

a spread of 215 basis points, payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each

year to but excluding the Stated Maturity Date or earlier redemption date (each, a “Floating Rate Interest Payment Date,”

and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”), commencing on December 1,

2031. The Calculation Agent will provide the Company and the Trustee (if not the Calculation Agent) with the interest rate in effect

during each Floating Rate Period on the 2036 Notes promptly after the Reference Time (or such other date of determination for the applicable

Benchmark). Notwithstanding the foregoing, if Three-Month Term SOFR (or other applicable Benchmark) is less than zero, then Three-Month

Term SOFR (or other such Benchmark) shall be deemed to be zero. The determination of Three-Month Term SOFR for each relevant Interest

Period by the Calculation Agent will (in the absence of manifest error) be final and binding. The Calculation Agent’s calculation

of the floating interest rate for each Interest Period during the Floating Rate Period will be maintained on file at the Calculation

Agent’s principal offices, and will be provided to the Trustee (to the extent that the Calculation Agent is not the Trustee). Interest

on the 2036 Notes will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been

paid or duly provided for (or from and including the date of issuance of the 2036 Notes, if no interest has previously been paid or duly

provided for with respect to any of the 2036 Notes) to but excluding the applicable Interest Payment Date, the Stated Maturity Date,

or the Redemption Date (each, an “Interest Period”).

(b)           Interest

on the 2036 Notes on any Interest Payment Date shall be payable to the Persons in whose names the relevant 2036 Notes are registered

at the close of business on the Regular Record Date for such Interest Payment Date, except as provided in Section 307 of the Base

Indenture. For the purpose of determining the Persons in whose names the relevant 2036 Notes are registered at the close of business

on a Regular Record Date that is not a Business Day, the close of business shall mean 5:00 p.m., New York City time, on the Regular Record

Date.

interest payable on the 2036 Notes on or prior to the First Reset Date will be computed on the basis of a 360-day year consisting of

twelve 30-day months and any interest payable on the 2036 Notes after the First Reset Date will be computed on the basis of the actual

number of days in the Interest Period in respect of which interest is payable divided by 360. Dollar amounts resulting from that calculation

will be rounded to the nearest cent, with one-half cent being rounded upward.

(d)           Effect

of Benchmark Transition Event.

(i)           If

the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior

to the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement will replace the then-current

Benchmark for all purposes relating to the 2036 Notes during the Floating Rate Period in respect of such determination on such date and

all determinations on all subsequent dates. In connection with the implementation of a Benchmark Replacement, the Calculation Agent will

have the right to make Benchmark Replacement Conforming Changes from time to time.

(ii)          Notwithstanding

anything set forth in Section 3.05(a) above, if the Calculation Agent determines on or prior to the relevant Reference Time

that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then

the provisions set forth in this Section 3.05(f) will thereafter apply to all subsequent determinations of the interest rate

on the 2036 Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have

occurred, the interest rate on the 2036 Notes for each Interest Period during the Floating Rate Period will subsequently be an annual

rate equal to the Benchmark Replacement plus 215 basis points.

(iii)         The

Calculation Agent is expressly authorized to make certain determinations, decisions, and elections under the terms of the 2036 Notes,

including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 3.05(e). Any determination, decision,

or election that may be made by the Calculation Agent under the terms of the 2036 Notes, including any determination with respect to

a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date and any decision to take or refrain

from taking any action or selection (A) will be conclusive and binding on the Holders of the 2036 Notes and the Trustee absent manifest

error, (B) if made by the Company as Calculation Agent, will be made in the Company’s sole discretion, (C) if made by

a Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make

any such determination, decision, or election to which the Company reasonably objects and (D) notwithstanding anything to the contrary

herein or in the Base Indenture, shall become effective without consent from the Holders of the 2036 Notes, the Trustee, or any other

party. If the Calculation Agent fails to make any determination, decision, or election that it is required to make under the terms of

the 2036 Notes, then the Company will make such determination, decision, or election on the same basis as described above. The Calculation

Agent may conclusively rely upon, and shall be protected in acting or refraining from acting upon, and shall not be bound to make any

investigation into any information provided to (or obtained by) it in connection with the calculations and determinations to be made

by the Calculation Agent in connection with the 2036 Notes. The Calculation Agent shall not be liable for any error resulting from use

of or reliance upon any source of information in accordance with the terms of the Indenture.

(iv)         The

Company (or its Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition Event

or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements and Benchmark Replacement Conforming Changes, and other

items affecting the interest rate on the 2036 Notes after a Benchmark Transition Event.

(v)         The

Trustee (including in its capacity as Paying Agent) shall have no (A) responsibility or liability for the (w) Three-Month Term

SOFR Conventions, (x) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether

the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted

Benchmark Replacement), (y) determination or calculation of a Benchmark Replacement, or (z) determination of whether a Benchmark

Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (w) through (z) above shall

be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation

Agent, as applicable, and (B) liability for any failure or delay in performing its duties hereunder as a result of the unavailability

of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation

Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee

shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark

Replacement, including, without limitation, with regard to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark

Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions

of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall

it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively

rely on any determination made, and any instruction, notice, Officer’s Certificate, or other instruction or information provided

by the Calculation Agent without independent verification, investigation, or inquiry of any kind. The Trustee and the Calculation Agent

shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities,

or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes).

(vi)        If

the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR

Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during

the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then

the relevant Three-Month Term SOFR Conventions will apply.

(e)           The

Calculation Agent shall have all the rights, protections, and indemnities afforded to the Trustee under the Base Indenture and hereunder.

The Calculation Agent may be removed by the Company at any time. If the Calculation Agent is unable or unwilling to act as Calculation

Agent or is removed by the Company, the Company will promptly appoint a replacement Calculation Agent or act as Calculation Agent. The

Calculation Agent may not resign its duties without a successor having been duly appointed; provided that if a successor Calculation

Agent has not been appointed by the Company and such successor accepted such position within 30 days after the giving of notice of resignation

by the Calculation Agent, the resigning Calculation Agent may petition, at the expense of the Company, any court of competent jurisdiction

for the appointment of a successor Calculation Agent with respect to such series. The Company shall take such actions as are necessary

to ensure that, from the commencement of the Floating Rate Period, for so long as any of the 2036 Notes are outstanding, there will at

all times be a Calculation Agent appointed by the Company to calculate Three-Month Term SOFR or such other Benchmark in respect of each

Interest Period during the Floating Rate Period. The Trustee will not be under any duty to succeed to, assume, or otherwise perform any

of the duties of the Calculation Agent, or to appoint a successor or replacement in the event of the Calculation Agent’s resignation

or removal or to replace the Calculation Agent in the event of a default, breach, or failure of performance on the part of the Calculation

Agent with respect to the Calculation Agent’s duties and obligations hereunder. For the avoidance of doubt, if at any time there

is no Calculation Agent appointed by the Company, then the Company shall be the Calculation Agent. The Company may appoint itself or

any of its Affiliates to be the Calculation Agent.

Section 3.06           Subordination.

The Company, for itself, its successors, and assigns, covenants and agrees, and each Holder of 2036 Notes by the Holder’s acceptance

thereof, likewise covenants and agrees, that the indebtedness evidenced by the 2036 Notes and the payment of the principal of, and interest

on, each and all of the 2036 Notes is and will be expressly subordinated in right of payment to the prior payment in full of all Senior

Indebtedness to the extent and in the manner described in Article Sixteen of the Base Indenture and will rank junior in right of

payment and upon the Company’s liquidation to any of the Company’s existing and future general creditors. The 2036 Notes

will rank senior to the Company’s obligations relating to any outstanding junior subordinated debt securities issued to the Company’s

capital trust subsidiaries, whether now existing or hereafter acquired. It is intended that the 2036 Notes be and are Tier 2 capital

or the equivalent for all regulatory purposes.

Section 3.07           No

Sinking Fund. The 2036 Notes are not entitled to the benefit of, or subject to, any sinking fund.

Section 3.08           No

Conversion or Exchange Rights. The 2036 Notes shall not be convertible into, or exchangeable for, any equity securities, other securities,

or other assets of the Company or any Subsidiary.

Section 3.09           Events

of Default; Acceleration.

(a)           Solely

with respect to the 2036 Notes, Section 501(6) and Section 501(7) of the Base Indenture are hereby amended and restated

as follows:

“(6) the Company or the Bank 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 any 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 Bank or for any substantial part of

its property, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become

due or shall take any corporate action in furtherance of any of the foregoing; or

(7) a court having jurisdiction in the premises shall

enter a decree or order for relief in respect of the Company or the Bank 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 the Bank or for any substantial part of its 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”

(b)           Soley

with respect to the 2036 Notes, the first paragraph of Section 502 of the Base Indenture is hereby amended and restated as follows:

“If an Event of Default specified in Section 501(6) or

Section 501(7) occurs and is continuing with respect to the 2036 Notes, then the Trustee or the Holders of not less than 25%

in principal amount of the Outstanding 2036 Notes may declare the principal of the 2036 Notes, to be due and payable immediately, by

a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal, together

with accrued and unpaid interest, if any, thereon, shall become immediately due and payable. The Maturity of the 2036 Notes shall not

otherwise be accelerated as a result of an Event of Default.”

Section 3.10           Defeasance.

Sections 1402 and 1403 of the Base Indenture shall apply to the 2036 Notes. However, and in addition, any defeasance of the 2036 Notes

pursuant to Sections 1402 or 1403 of the Base Indenture shall be subject to the Company obtaining the prior approval of the Federal Reserve

Board and any additional requirements that the Federal Reserve Board may impose with respect to defeasance of the 2036 Notes. Notwithstanding

the foregoing, if, due to a change in law, regulation or policy subsequent to the date of this First Supplemental Indenture, the Federal

Reserve Board does not require that defeasance of instruments be subject to Federal Reserve Board approval in order for the instrument

to be accorded Tier 2 capital treatment, then no such approval of the Federal Reserve Board will be required for such defeasance.

Section 3.11           No

Collateral. The 2036 Notes shall not be entitled to the benefit of any security interest in, or collateralization by, any rights,

property, or interest of the Company.

ARTICLE 4

REDEMPTION OF THE 2036 NOTES

Section 4.01           Optional

Redemption. The Company may, at its option, redeem the 2036 Notes before the Stated Maturity Date, in whole or in part, beginning

with the Interest Payment Date of September 1, 2031, and on any date thereafter. Any such redemption will be at a Redemption Price

equal to 100% of the principal amount of the 2036 Notes to be redeemed, plus unpaid interest, if any, accrued thereon to but excluding

the Redemption Date fixed by the Company; provided, however, that interest due on an Interest Payment Date falling on or prior to the

scheduled Redemption Date will be payable to the Holders thereof as of the Regular Record Date for such Interest Payment Date. Any early

redemption of the 2036 Notes by the Company pursuant to this Section 4.01 will be subject to the receipt of the prior approval of

the Federal Reserve Board, to the extent then required under applicable laws or regulations, including capital regulations.

Section 4.02           Redemption

Upon Special Events. The Company may also, at its option, redeem the 2036 Notes before the Stated Maturity Date in whole, but not

in part, at any time, upon the occurrence of a Tax Event, a Tier 2 Capital Event, or a 1940 Act Event. Any such redemption will be at

a Redemption Price equal to 100% of the principal amount of the 2036 Notes to be redeemed, plus unpaid interest, if any, accrued thereon

to but excluding the Redemption Date fixed by the Company; provided, however, that interest due on an Interest Payment Date falling

on or prior to the scheduled Redemption Date will be payable to the Holders thereof as of the Regular Record Date for such Interest Payment

Date. Any early redemption of the 2036 Notes by the Company pursuant to this Section 4.02 will be subject to the receipt of the

prior approval of the Federal Reserve Board, to the extent then required under applicable laws or regulations, including capital regulations.

Section 4.03           Notice

of Redemption. Soley with respect to the 2036 Notes, the first paragraph of Section 1104 of the Base Indenture is hereby amended

and restated as follows:

“Notice of redemption shall be given in the manner provided

in Section 106, not less than 10 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the

2036 Notes to be redeemed (provided notice may be given more than 60 days prior to the Redemption Date in connection with a defeasance

or the satisfaction and discharge of the series), to the Holders of the 2036 Notes to be redeemed. Failure to give notice by sending

in the manner herein provided to the Holder of any 2036 Notes designated for redemption as a whole or in part, or any defect in the notice

to any such Holder, shall not affect the validity of the proceedings for the redemption of any other 2036 Notes or portion thereof. Notices

of redemption may be conditional, in the Company’s discretion, on one or more conditions precedent, and the Redemption Date may

be delayed until such time as any or all of such conditions have been satisfied or revoked by the Company if it determines that such

conditions will not be satisfied.”

Section 4.04           Applicability

of Base Indenture. To the extent not inconsistent with this Article 4, the provisions of Article Eleven of the Base Indenture

shall apply to any redemption of the 2036 Notes hereunder.

ARTICLE 5

ISSUE OF 2036 NOTES

Section 5.01           Original

Issue of 2036 Notes. 2036 Notes having an aggregate principal amount of One-Hundred-Seventy-Five Million Dollars ($175,000,000) (the

“Initial 2036 Notes”) may from time to time, upon execution of this First Supplemental Indenture, be executed by the

Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver the Initial 2036 Notes

in accordance with a Company Order delivered pursuant to Section 303 of the Base Indenture).

Section 5.02           Additional

Issues of Notes. The Company may from time to time, without notice to or the consent of the Holders of the 2036 Notes, create and

issue additional 2036 Notes, which 2036 Notes will rank pari passu with the Initial 2036 Notes and be identical in all respects

as the Initial 2036 Notes except for their issuance date, the issue price, and the first Interest Payment Date; provided that such additional

2036 Notes either shall be fungible with the Initial 2036 Notes for federal income tax purposes or shall be issued under a separate CUSIP

number. Such additional 2036 Notes will be consolidated and form a single series with the Initial 2036 Notes under the Indenture.

ARTICLE 6

SUPPLEMENTAL INDENTURES

Section 6.01           Supplemental

Indentures. Solely with respect to the 2036 Notes, Section 901 of the Base Indenture is hereby amended by (a) replacing

the “; or” at the end of clause (10) with a semicolon, and (b) replacing the period at the end of clause (11) with

“;” and (iii) inserting the following new clauses (12) and (13) immediately after clause (11):

“(12) to add guarantors or permit any Person to guarantee

the obligations under any series of Securities; or

(13) to conform the terms of the Indenture and the 2036 Notes

to the description of the 2036 Notes in the prospectus supplement dated August 17, 2026 relating to the offering of the Initial

2036 Notes.”

ARTICLE 7

MISCELLANEOUS

Section 7.01           Trust

Indenture Act. This First Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be

part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision of this First Supplemental

Indenture limits, qualifies, or conflicts with a provision of the Trust Indenture Act that is required under such act to be a part of

and govern this First Supplemental Indenture, the latter provision shall control.

Section 7.02           Governing

Law; Waiver of Jury Trial. The laws of the State of New York shall govern this First Supplemental Indenture and the 2036 Notes.

THE PARTIES HERETO EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING

TO THIS FIRST SUPPLEMENTAL INDENTURE OR THE 2036 NOTES OR ANY TRANSACTION RELATED HERETO OR THERETO TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW.

Section 7.03           Duplicate

Originals. This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be an

original, with the same effect as if the signatures thereto and hereto were upon the same instrument, but all such counterparts shall

together constitute but one and the same instrument. Signatures to this First Supplemental Indenture transmitted by electronic mail in

“portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original

graphic and pictorial appearance of a document (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform

Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), shall have the

same effect as physical delivery of the paper document bearing the original signature.

Section 7.04           Severability.

In case any provision in this First Supplemental Indenture or the 2036 Notes shall be invalid, illegal, or unenforceable, the validity,

legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 7.05           Ratification.

The Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed. The

Base Indenture and this First Supplemental Indenture shall be read, taken, and construed as one and the same instrument and every Holder

of 2036 Notes authenticated and delivered under this First Supplemental Indenture shall be bound hereby; provided that the

provisions of this First Supplemental Indenture apply solely with respect to the 2036 Notes. All provisions included in this First Supplemental

Indenture supersede any conflicting provisions included in the Base Indenture with respect to the 2036 Notes unless not permitted by

law. The Trustee accepts the trusts created by the Base Indenture, as supplemented and amended by this First Supplemental Indenture,

and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented and amended by this First Supplemental

Indenture. All of the rights, protections, benefits, immunities and indemnities afforded or given to the Trustee, the Paying Agent, the

Security Registrar and/or the Calculation Agent pursuant to the Base Indenture shall apply to and be enforceable by each of the Trustee,

the Paying Agent, the Security Registrar and the Calculation Agent acting in its respective capacities relating to the 2036 Notes and

pursuant to this First Supplemental Indenture mutatis mutandis as if set forth and incorporated herein.

Section 7.06           Effectiveness.

The provisions of this First Supplemental Indenture shall become effective as of the date hereof.

Section 7.07           Successors.

All agreements of the Company in this First Supplemental Indenture shall bind its successors. All agreements of the Trustee in this First

Supplemental Indenture shall bind its successors.

Section 7.08           Indenture

and 2036 Notes Solely Corporate Obligations. No recourse for the payment of the principal of or interest on any 2036 Note, or for

any claim based thereon or otherwise in respect thereof, shall be had against any shareholder, employee, agent, officer, or director,

as such, past, present, or future, of the Company or of any successor Person; it being expressly understood that all such liability

is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this First Supplemental Indenture

and the issue of the 2036 Notes.

Section 7.09           Trustee’s

Disclaimer. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility

for their correctness. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency

of this First Supplemental Indenture, the 2036 Notes, any offering materials or for or in respect of the recitals contained herein, all

of which recitals are made solely by the Company.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused

this First Supplemental Indenture to be duly executed as of the date first above written.

BEACON FINANCIAL CORPORATION, as the

Company

By:

/s/

Paul A. Perrault

Name:

Paul A. Perrault

Title:

President and Chief Executive Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Paying

Agent and Security Registrar

By:

/s/ James H. Byrnes

Name:

James H. Byrnes

Title:

Vice President

[Signature Page to First Supplemental

Indenture]

EXHIBIT A

[NOTE: The following legend is to be placed at the beginning of

any Global Note representing the 2036 Notes.]

GLOBAL NOTE

THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING

OF THE INDENTURE REFERRED TO IN THIS SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR ITS NOMINEE. UNLESS AND UNTIL IT

IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES OF THIS SERIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT

AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANY SUCH NOMINEE TO

A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH

A TRANSFEROR TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED

IN THE NAME OF SUCH A TRANSFEREE OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH A TRANSFEROR AND ANY PAYMENT

IS MADE TO SUCH A TRANSFEREE, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE

THE REGISTERED OWNER HEREOF, SUCH A TRANSFEROR, HAS AN INTEREST HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED HEREIN) OR ITS

AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.

OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH

OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE

BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY AND THE OBLIGATIONS OF THE COMPANY

AS EVIDENCED HEREBY (1) ARE NOT SAVINGS ACCOUNTS, DEPOSITS, OR OTHER OBLIGATIONS OF ANY BANK OR ANY OF THE COMPANY’S SUBSIDIARIES

AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY AND

(2) ARE SUBORDINATE IN THE RIGHT OF PAYMENT TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE REFERRED TO IN THIS SECURITY).

A-1

BEACON FINANCIAL CORPORATION

6.25 % FIXED-TO-FLOATING RATE SUBORDINATED NOTE

DUE SEPTEMBER 1, 2036

No. R-[___]

CUSIP: 084680AC1

$[___]

ISIN: US084680AC15

Beacon Financial Corporation, a Delaware corporation

(hereinafter called the “Company,” which term includes any permitted successor under the Indenture hereinafter referred

to), for value received, hereby promises to pay to _______________________, or registered assigns, the principal sum of _______________Dollars

($ ) (or such other amount as set forth in the Schedule of Increases or Decreases in Global Note attached hereto) on September 1,

2036 (such date is hereinafter referred to as the “Stated Maturity Date”), unless redeemed prior to such date as permitted

below, and to pay interest on the outstanding principal amount of this 2036 Note from and including the date of issuance or from and

including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, at the rate

of 6.25% per annum, payable semi-annually in arrears on March 1 and September 1 of each year (each, a “Fixed Rate

Interest Payment Date”), commencing on March 1, 2027, from and including the date of issuance to but excluding September 1,

2031 (the “First Reset Date”), and from and including the First Reset Date, at an annual floating rate equal to the

then-current Three-Month Term SOFR (as defined in the First Supplemental Indenture hereinafter referred to), or such other Benchmark

(as defined in the First Supplemental Indenture hereinafter referred to) as determined pursuant to the First Supplemental Indenture for

the applicable Interest Period (as defined in the First Supplemental Indenture hereinafter referred to), plus a spread of 215 basis points,

payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year through the Stated Maturity

Date or earlier redemption (each, a “Floating Rate Interest Payment Date,” and together with the Fixed Rate Interest

Payment Dates, the “Interest Payment Dates”), commencing on December 1, 2031, with such interest, in the case

of any interest payable on this 2036 Note on or prior to the First Reset Date, calculated on the basis of a 360-day year consisting of

twelve 30-day months, or, in the case of any interest payable on this 2036 Note after the First Reset Date, calculated on the basis of

the actual number of days in the Interest Period in respect of which interest is payable divided by 360. Notwithstanding the foregoing,

if Three-Month Term SOFR (or other applicable Benchmark) is less than zero, then Three-Month Term SOFR (or other such Benchmark) shall

be deemed to be zero. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded

upward. All percentages used in or resulting from any calculation of Three-Month Term SOFR (or, if different, the then-current Benchmark)

shall be rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.

The interest so payable, and punctually paid or

duly provided for, on any Interest Payment Date will, as provided in, and subject to exceptions specified in, the Indenture, be paid

to the Person in whose name this 2036 Note, or any predecessor 2036 Note, is registered at the close of business on the Regular Record

Date for such Interest Payment Date.

Principal and, in the case of redemption, interest,

if any, due on the Stated Maturity Date or any earlier date of redemption of a 2036 Note shall be payable against presentation and, if

the final payment, surrender of this 2036 Note at the office or agency of the Company maintained for such purpose, which shall initially

be the Corporate Trust Office of U.S. Bank Trust Company, National Association, as Trustee, located at 60 Livingston Avenue, St. Paul,

MN 55107, Attn: Global Corporate Trust Services. Interest payable on an Interest Payment Date will be made by wire transfer in immediately

available funds or, at the option of the Company in the event that the 2036 Notes are not represented by one or more Global Notes, by

check mailed to the Person entitled thereto at such address as shall appear in the Security Register.

A-2

Reference is hereby made to the further provisions

of this 2036 Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth

at this place.

Unless the certificate of authentication hereon

has been executed by the Trustee referred to on the reverse hereof by manual signature, this 2036 Note shall not be entitled to any benefit

under the Indenture or be valid or obligatory for any purpose.

[Signature Page Follows]

A-3

IN WITNESS WHEREOF, the Company has caused this

instrument to be duly executed.

BEACON FINANCIAL

CORPORATION

By:

Name:

Title:

A-4

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated

herein referred to in the within-mentioned Indenture.

Dated:

U.S. BANK TRUST

COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

Authorized Signatory

A-5

REVERSE OF 2036 NOTE

BEACON FINANCIAL CORPORATION

6.25% FIXED-TO-FLOATING RATE SUBORDINATED NOTE

DUE SEPTEMBER 1, 2036

This 2036 Note is one of a duly authorized issue

of Securities of the Company of a series designated as the “6.25% Fixed-to-Floating Rate Subordinated Notes due September 1,

2036” (herein called the “2036 Notes”) initially issued in an aggregate principal amount of One-Hundred-Seventy-Five

Million] Dollars ($175,000,000) on August 20, 2026. Such series of Securities has been established pursuant to the Indenture,

dated as of August 20, 2026 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National

Association (as successor to U.S. Bank National Association), as Trustee (herein called the “Trustee,” which term

includes any successor trustee), as supplemented and amended by the First Supplemental Indenture between the Company and the Trustee,

dated as of August 20, 2026 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”),

to which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations

of rights, duties, and immunities thereunder of the Company, the Trustee, and the Persons in whose names 2036 Notes are registered on

the Security Register from time to time and of the terms upon which the 2036 Notes are, and are to be, authenticated and delivered.

The terms of the 2036 Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture

Act of 1939, as amended, and those set forth in this 2036 Note. To the extent that the terms of this 2036 Note modify, supplement,

or are inconsistent with those of the Indenture, then the terms of this 2036 Note shall govern to the extent such terms of this 2036

Note are not inconsistent with the terms made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended.

All capitalized terms used in this 2036 Note and

not defined herein that are defined in the Base Indenture or the First Supplemental Indenture shall have the meanings assigned to them

in the Base Indenture or the First Supplemental Indenture. If any capitalized term used and defined in this 2036 Note is also defined

in the Base Indenture or the First Supplemental Indenture, in the event of any conflict in the meanings ascribed to such capitalized

term, the definition of the capitalized term in this 2036 Note shall control.

The indebtedness of the Company evidenced by the

2036 Notes, including the principal thereof and interest thereon, is subordinated in right of payment to all existing and future obligations

of the Company constituting Senior Indebtedness (as defined in the Base Indenture), on the terms and subject to the terms and conditions

as provided and set forth in Article Sixteen of the Base Indenture, shall rank junior in right of payment and upon the Company’s

liquidation to any of the Company’s existing and future general creditors; and shall rank at least equally in right of payment

with all other unsecured subordinated indebtedness of the Company, including securities issued pursuant to the Base Indenture the terms

of which provide that such Securities rank junior in right of payment to Senior Indebtedness. Each Holder of this 2036 Note, by

the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and authorizes and directs the Trustee on his

behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided.

The 2036 Notes are intended to be treated as Tier

2 capital (or its then-equivalent if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines

of the Board of Governors of the Federal Reserve System (or, as and if applicable, the capital adequacy rules or regulations of

any appropriate successor federal banking agency) (the “Federal Reserve Board”) as then in effect and applicable to

the Company.

A-6

If an Event of Default with respect to 2036 Notes

shall occur and be continuing, the principal and interest owed on the 2036 Notes shall only become due and payable in accordance with

the terms and conditions set forth in Article Five of the Base Indenture or Section 3.09 of the First Supplemental Indenture.

Accordingly, the Holder of this 2036 Note has no right to accelerate the Maturity of this 2036 Note in the event the Company fails

to pay the principal of, or interest on, any of the 2036 Notes or fails to perform any other obligations under the 2036 Notes or in the

Indenture that are applicable to the 2036 Notes.

The Company may, at its option, redeem the 2036

Notes: (a) in whole or in part, beginning with the Interest Payment Date of September 1, 2031 and on any date thereafter, or

(b) in whole, but not in part, at any time following the occurrence of a Tax Event, Tier 2 Capital Event, or 1940 Act Event.

Any such redemption will be at a Redemption Price equal to 100% of the principal amount of the 2036 Notes to be redeemed, plus unpaid

interest, if any, accrued thereon to but excluding the Redemption Date fixed by the Company; provided, however, that

the interest due on an Interest Payment Date falling on or prior to the scheduled Redemption Date will be payable to the Holders thereof

as of the Regular Record Date for such Interest Payment Date. Any early redemption of the 2036 Notes by the Company will be subject to

the receipt of the prior approval of the Federal Reserve Board, to the extent then required under applicable laws or regulations, including

capital regulations.

The 2036 Notes are not entitled to the benefit

of, or subject to, any sinking fund.

The Indenture permits, with certain exceptions

as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders

of the Securities at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount

of the Securities of each series (each series voting as a class) affected thereby and at the time Outstanding. The Indenture also contains

provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of a series at the time Outstanding,

on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences.

Any such consent or waiver by the Holder of this 2036 Note shall be conclusive and binding upon such Holder and upon all future Holders

of this 2036 Note and of any 2036 Note issued upon the registration of transfer hereof, in exchange herefor, or in lieu hereof, whether

or not notation of such consent or waiver is made upon this 2036 Note.

As provided in the Indenture and subject to certain

limitations herein and therein set forth, the transfer of this 2036 Note is registrable in the Security Register, upon surrender of this

2036 Note for registration of transfer at the office or agency of the Company in any place where the principal of, and interest on, this

2036 Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the

Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new 2036

Notes of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee

or transferees.

The 2036 Notes shall not be convertible into,

or exchangeable for, any equity securities, other securities, or other assets of the Company or any Subsidiary.

Sections 1402 and 1403 of the Base Indenture shall

apply to the 2036 Notes. However, and in addition, any defeasance of the 2036 Notes pursuant to Sections 1402 or 1403 of the Base Indenture

shall be subject to the Company obtaining the prior approval of the Federal Reserve Board and any additional requirements that the Federal

Reserve Board may impose with respect to defeasance of the 2036 Notes. Notwithstanding the foregoing, if, due to a change in law, regulation

or policy subsequent to the date of this First Supplemental Indenture, the Federal Reserve Board does not require that defeasance of

instruments be subject to Federal Reserve Board approval in order for the instrument to be accorded Tier 2 capital treatment, then no

such approval of the Federal Reserve Board will be required for such defeasance.

A-7

The 2036 Notes shall not be entitled to the benefit

of any security interest in, or collateralization by, any rights, property, or interest of the Company.

The 2036 Notes are issuable only in registered

form without coupons in denominations of $1,000 and any integral multiple of $1,000 in excess thereof.

The Company, the Trustee, and any agent of the

Company or the Trustee may treat the Person in whose name this 2036 Note is registered as the owner hereof for all purposes, whether

or not this 2036 Note is overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary.

No reference herein to the Indenture and no provision

of this 2036 Note or of the Indenture shall alter or impair the obligation of the

Company, which is absolute and unconditional,

to pay the principal of and interest (if any) on this 2036 Note at the times, place, and rate, and in the

coin or currency, herein prescribed.

U.S. Bank Trust Company, National Association

will act as the Company’s principal Paying Agent with respect to the 2036 Notes through its offices presently located at 60 Livingston

Avenue, St. Paul, MN 55107, Attn: Global Corporate Trust Services. The Company may at any time rescind the designation of a Paying Agent,

appoint a successor Paying Agent, or approve a change in the office through which any Paying Agent acts.

The Indenture contains provisions setting forth

certain conditions to the institution of proceedings by the Holders of 2036 Notes with respect to the Indenture or for any remedy under

the Indenture.

THE INDENTURE AND THE 2036 NOTES SHALL BE GOVERNED

BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[End reverse side of Note]

A-8

ASSIGNMENT FORM

To assign the within Note, fill in the form below:

I or we assign and transfer the within Note to:

(Insert assignee’s legal name)

(Insert assignee’s social security or tax I.D. no.)

(Print or type assignee’s name, address, and zip code)

and irrevocably appoint as agent to transfer this Note on the books

of Beacon Financial Corporation. The agent may substitute another to act for it.

Your Signature: _________________________________________________________________________________________________________

(Sign exactly as your name appears on the other side of this Note)

Your Name: _____________________________________________________________________________________________________________

Date: __________________________________________________________________________________________________________________

Signature Guarantee:*

_______________________________________________________________________________________________________________________

* NOTICE: Signatures must be guaranteed by an “eligible guarantor

institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the

Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined

by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934,

as amended.

A-9

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL

NOTE

The initial outstanding principal amount of this

Global Note is One-Hundred-Seventy-Five Million Dollars ($175,000,000). The following increases or decreases in the principal amount

of this Global Note have been made:

Date

of Increase

or Decrease

Amount

Decrease in

Principal

Amount of this

Global Note

Amount

Increase in the

Principal amount

of this Global

Note

Principal

Amount of this

Global Note

following such

Decrease or

Increase

Signature

Authorized

Signatory of

Trustee

A-10

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2623534d1_ex5-1.htm · Sequence: 5

Exhibit 5.1

August 20, 2026

Beacon Financial Corporation

131 Clarendon Street

Boston, Massachusetts 02116

Ladies and Gentlemen:

We have acted as counsel to Beacon Financial Corporation,

a Delaware corporation (the “Company”), and are rendering this opinion in connection with the registration by the Company

under the Securities Act of 1933 (the “Securities Act”) of the offer and sale of $175,000,000 in aggregate principal

amount of the Company’s 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”) pursuant to the

Registration Statement on Form S-3 (File No. 333- 294016), which was filed with the United States Securities and Exchange Commission

(the “Commission”) on March 4, 2026 and became automatically effective on March 4, 2026 (the “Registration

Statement”). The Notes were issued pursuant to the Indenture, dated as of August 20, 2026 (the “Base Indenture”),

between the Company and U.S. Bank Trust Company, National Association, (the “Trustee”), as supplemented by the First Supplemental

Indenture, dated as of August 20, 2026 (the “First Supplemental Indenture” and, together with the Base Indenture,

the “Indenture”).

We have reviewed:

(i) the Registration

Statement;

(ii) the

Underwriting Agreement, dated as of August 17, 2026 (the “Underwriting Agreement”), by and between the Company

and Beacon Bank & Trust, on the one hand, and Keefe, Bruyette & Woods and Piper Sandler & Co., as representatives

of the several underwriters named therein, on the other hand;

(iii) the

Indenture; and

(iv) a copy of the

global note representing the Notes.

have also reviewed such corporate records, certificates and other documents, and such questions of law, as we have deemed necessary or

appropriate for the purposes of this opinion. We have assumed that all signatures are genuine, that all documents submitted to us as originals

are authentic and that all copies of documents submitted to us conform to the originals. We have assumed further that the Trustee has

duly authorized, executed and delivered the Indenture.

Beacon Financial Corporation

August 20, 2026

Page 2

We have assumed further that,

except as to legal conclusions expressly set forth in this opinion, the information and representations and warranties contained in the

agreements, instruments, records, certificates and other documents we reviewed were true, accurate and complete as of their stated date

and are true, accurate and complete as of the date of this letter.

We have relied as to certain

matters on information obtained from public officials, officers of the Company, and other sources believed by us to be responsible.

Based upon the foregoing,

and subject to the qualifications set forth below, we are of the opinion that, when the Notes have been duly executed by the Company and

authenticated by the Trustee in accordance with the Indenture and have been duly issued and delivered against payment therefor as contemplated

by the Underwriting Agreement, the Notes will constitute the valid and binding obligations of the Company, enforceable against the Company

in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general

applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is subject

to the following qualifications:

We express no opinion as to:

(i) waivers of defenses, subrogation and related rights, rights to trial by jury, rights to object to venue, or other provisions,

however expressed, altering or eliminating the rights, liabilities or benefits a party otherwise would have or bestowed by operation of

law; (ii) releases or waivers of unmatured claims or rights; (iii) indemnification, contribution, exculpation, hold-harmless

or arbitration provisions, disclaimers, or provisions for the non-survival of representations, to the extent they purport to indemnify

any party against, or release or limit any party’s liability for, its own breach or failure to comply with statutory obligations,

or to the extent such provisions are contrary to public policy; (iv) provisions for contribution, liquidated damages, penalties,

forfeitures, penalty interest, interest on interest, and premiums payable upon acceleration of indebtedness; (v) provisions purporting

to supersede equitable principles, including provisions requiring amendments and waivers to be in writing and provisions making notices

effective even if not actually received; (vi) restrictions upon transfers, pledges or assignments of a party’s rights under

the Indenture; or (vii) provisions purporting to make a party’s determination conclusive.

We are members of the bar

of the Commonwealth of Massachusetts and the State of New York. We do not express any opinion herein on any laws other than the law of

the State of New York.

Beacon Financial Corporation

August 20, 2026

Page 3

We hereby consent to the filing

of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on the date hereof and incorporated by

reference into the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters”

in the prospectus constituting part of the Registration Statement. In giving such consent, we do not

thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Covington & Burling LLP

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- Definition

Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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