Exhibit 4.10


 





 






INTERNAP CORPORATION


 


and


 


[_________________],


Trustee


 


INDENTURE


 


Dated as of [________]


 


Providing for Issuance of Securities in Series





 



 




     


     


    

 


Table Showing Reflection in Indenture of Certain
Provisions


of Trust Indenture Act of 1939,


as amended by the Trust Indenture Reform Act
of 1990


 


(This Table is not part of the Indenture.)


 





 



Reflected in Indenture


	TIA	 	Section
	 	 	 
	§ 310(a)(1)	 	6.09
	(a)(2)	 	6.09
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(a)(5)	 	6.09
	(b)	 	6.08
	(c)	 	Not Applicable
	 	 	 
	§ 311(a)	 	6.13
	(b)	 	6.13; 7.03
	 	 	 
	§ 312(a)	 	7.01; 7.02
	(b)	 	7.02
	(c)	 	7.02(c)
	 	 	 
	§ 313(a)	 	7.03(a)
	(b)	 	7.03(b)
	(c)	 	7.03(b)
	(d)	 	7.03(c)
	 	 	 
	§ 314(a)(1)	 	7.04
	(a)(2)	 	7.04
	(a)(3)	 	7.04
	(a)(4)	 	10.04
	(b)	 	Not Applicable
	(c)(1)	 	1.02
	(c)(2)	 	1.02
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	1.02
	 	 	 
	§ 315(a)	 	6.01(a)
	(b)	 	6.02
	(c)	 	6.01(b)
	(d)	 	6.01
	(e)	 	5.14


 




     


     


    

 


	§ 316(a)(1)(A)	 	5.12
	(a)(1)(B)	 	5.13
	(a)(2)	 	Not Applicable
	(b)	 	5.08
	(c)	 	1.04(d)
	 	 	 
	§ 317(a)(1)	 	5.03
	(a)(2)	 	5.04
	(b)	 	10.03
	 	 	 
	§ 318(a)	 	1.07


 




    	 	ii	 



     


    

 


TABLE OF CONTENTS


 


	Article 1. Definitions and Other Provisions of General Application	1
	 	 	 
	Section 1.01	Definitions	1
	 	 	 
	Section 1.02	Compliance Certificates and Opinions	8
	 	 	 
	Section 1.03	Form of Documents Delivered to Trustee	9
	 	 	 
	Section 1.04	Acts of Securityholders	9
	 	 	 
	Section 1.05	Notices, etc., to Trustee and Company	11
	 	 	 
	Section 1.06	Notices to Securityholders; Waiver	11
	 	 	 
	Section 1.07	Conflict with Trust Indenture Act	12
	 	 	 
	Section 1.08	Effect of Headings and Table of Contents	12
	 	 	 
	Section 1.09	Successors and Assigns	12
	 	 	 
	Section 1.10	Separability Clause	12
	 	 	 
	Section 1.11	Benefits of Indenture	12
	 	 	 
	Section 1.12	Governing Law	12
	 	 	 
	Section 1.13	Counterparts	13
	 	 	 
	Section 1.14	Legal Holidays	13
	 	 	 
	Section 1.15	No Recourse Against Others	13
	 	 	 
	Section 1.16	Waiver of Jury Trial	13
	 	 	 
	Section 1.17	Force Majeure	14
	 	 	 
	Section 1.18	FATCA	14
	 	 	 
	Article 2. Security Forms	14
	 	 	 
	Section 2.01	Forms Generally	14
	 	 	 
	Section 2.02	Forms of Securities	15
	 	 	 
	Section 2.03	Form of Trustee’s Certificate of Authentication	15
	 	 	 
	Section 2.04	Securities Issuable in the Form of a Global Security	15
	 	 	 
	Article 3. The Securities	17
	 	 	 
	Section 3.01	General Title; General Limitations; Issuable in Series; Terms of Particular Series	17
	 	 	 
	Section 3.02	Denominations	19
	 	 	 
	Section 3.03	Execution, Authentication, Delivery and Dating	20
	 	 	 
	Section 3.04	Temporary Securities	21


 




    	 	iii	 



     


    

 


	Section 3.05	Registration, Transfer and Exchange	21
	 	 	 
	Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities	23
	 	 	 
	Section 3.07	Payment of Interest; Interest Rights Preserved	23
	 	 	 
	Section 3.08	Persons Deemed Owners	24
	 	 	 
	Section 3.09	Cancellation	25
	 	 	 
	Section 3.10	Computation of Interest	25
	 	 	 
	Section 3.11	Delayed Issuance of Securities	25
	 	 	 
	Section 3.12	CUSIP NUMBERS	26
	 	 	 
	Article 4. Satisfaction and Discharge	26
	 	 	 
	Section 4.01	Satisfaction and Discharge of Indenture	26
	 	 	 
	Section 4.02	Application of Trust Money	27
	 	 	 
	Section 4.03	Defeasance Upon Deposit of Funds or Government Obligations	28
	 	 	 
	Section 4.04	Reinstatement	29
	 	 	 
	Article 5. DEFAULT AND Remedies	30
	 	 	 
	Section 5.01	Events of Default	30
	 	 	 
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	31
	 		 
	Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee	32
	 	 	 
	Section 5.04	Trustee May File Proofs of Claim	33
	 	 	 
	Section 5.05	Trustee May Enforce Claims Without Possession of Securities	34
	 	 	 
	Section 5.06	Application of Money Collected	34
	 	 	 
	Section 5.07	Limitation on Suits	35
	 	 	 
	Section 5.08	Unconditional Right of Securityholders To Receive Principal, Premium and Interest	35
	 	 	 
	Section 5.09	Restoration of Rights and Remedies	36
	 	 	 
	Section 5.10	Rights and Remedies Cumulative	36
	 	 	 
	Section 5.11	Delay or Omission Not Waiver	36
	 	 	 
	Section 5.12	Control by Securityholders	36
	 	 	 
	Section 5.13	Waiver of Past Defaults	37
	 	 	 
	Section 5.14	Undertaking for Costs	37
	 	 	 
	Section 5.15	Waiver of Stay or Extension Laws	37


 




    	 	iv	 



     


    

 


	Article 6. The Trustee	38
	 	 	 
	Section 6.01	Certain Duties and Responsibilities	38
	 	 	 
	Section 6.02	Notice of Defaults	39
	 	 	 
	Section 6.03	Certain Rights of Trustee	39
	 	 	 
	Section 6.04	Not Responsible for Recitals or Issuance of Securities	41
	 	 	 
	Section 6.05	May Hold Securities	41
	 	 	 
	Section 6.06	Money Held in Trust	41
	 	 	 
	Section 6.07	Compensation and Reimbursement	41
	 	 	 
	Section 6.08	Disqualification; Conflicting Interests	42
	 	 	 
	Section 6.09	Corporate Trustee Required; Eligibility	42
	 	 	 
	Section 6.10	Resignation and Removal	43
	 	 	 
	Section 6.11	Acceptance of Appointment by Successor	44
	 	 	 
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	45
	 	 	 
	Section 6.13	Preferential Collection of Claims Against Company	46
	 	 	 
	Section 6.14	Appointment of Authenticating Agent	46
	 	 	 
	Article 7. Securityholders’ Lists and Reports by Trustee and Company	47
	 	 	 
	Section 7.01	Company To Furnish Trustee Names and Addresses of Securityholders	47
	 	 	 
	Section 7.02	Preservation of Information; Communications to Securityholders	48
	 	 	 
	Section 7.03	Reports by Trustee	49
	 	 	 
	Section 7.04	Reports by Company	49
	 	 	 
	Article 8. Consolidation, Merger, Conveyance or Transfer	50
	 	 	 
	Section 8.01	Consolidation, Merger, Conveyance or Transfer on Certain Terms	50
	 	 	 
	Section 8.02	Successor Person Substituted	50
	 	 	 
	Article 9. Supplemental Indentures	51
	 	 	 
	Section 9.01	Supplemental Indentures Without Consent of Securityholders	51
	 	 	 
	Section 9.02	Supplemental Indentures with Consent of Securityholders	52
	 	 	 
	Section 9.03	Execution of Supplemental Indentures	53
	 	 	 
	Section 9.04	Effect of Supplemental Indentures	53
	 	 	 
	Section 9.05	Conformity with Trust Indenture Act	53


 




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	Section 9.06	Reference in Securities to Supplemental Indentures	54
	 	 	 
	Article 10. Covenants	54
	 	 	 
	Section 10.01	Payment of Principal, Premium and Interest	54
	 	 	 
	Section 10.02	Maintenance of Office or Agency	54
	 	 	 
	Section 10.03	Money for Security Payments To Be Held in Trust	55
	 	 	 
	Section 10.04	Statement as to Compliance; Notice of Default	56
	 	 	 
	Section 10.05	Legal Existence	56
	 	 	 
	Section 10.06	Limitation on Liens	56
	 	 	 
	Section 10.07	Limitation on Sale and Leaseback Transactions	59
	 	 	 
	Section 10.08	Waiver of Certain Covenants	60
	 	 	 
	Section 10.09	Additional Covenants	60
	 	 	 
	Section 10.10	Calculation of Original Issue Discount	60
	 	 	 
	Article 11. Redemption of Securities	60
	 	 	 
	Section 11.01	Applicability of Article	60
	 	 	 
	Section 11.02	Election To Redeem; Notice to Trustee	61
	 	 	 
	Section 11.03	Selection of Securities To Be Redeemed	61
	 	 	 
	Section 11.04	Notice of Redemption	62
	 	 	 
	Section 11.05	Deposit of Redemption Price	63
	 	 	 
	Section 11.06	Securities Payable on Redemption Date	63
	 	 	 
	Section 11.07	Securities Redeemed in Part	63
	 	 	 
	Section 11.08	Provisions with Respect to Any Sinking Funds	64


 




    	 	vi	 



     


    

 


INDENTURE dated as of [________],
between INTERNAP CORPORATION, a Delaware corporation (the “Company”), and [_________], a [_________], as Trustee
(the “Trustee”).


 


Recitals
of the Company


 


The Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of its debentures, notes, bonds or other evidences of
indebtedness, to be issued in one or more fully registered series.


 


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


 


Agreements
of the Parties


 


To set forth or to provide
for the establishment of the terms and conditions upon which the Securities are to be authenticated, issued and delivered, and
in consideration of the premises and the purchase of Securities by the Holders thereof, it is mutually covenanted and agreed as
follows, for the equal and proportionate benefit of all Holders of the Securities or of a series thereof, as the case may be:


 


Article
1.

Definitions and Other Provisions of

General Application


 


Section
1.01                      Definitions.


 


For all purposes of this
Indenture and of any indenture supplemental hereto, except as otherwise expressly provided or unless the context otherwise requires:


 


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


 


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


 


(3)         the
phrase “in writing” as used herein shall be deemed to include .pdf attachments and other electronic means of
transmission, unless otherwise indicated;


 


(4)         all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP and, except as otherwise
herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required
or permitted hereunder shall mean such accounting principles and any accounting rules or interpretations promulgated by the Commission
as are generally accepted in the United States of America as in effect from time to time;


 




     


     


    

 


(5)         all
references in this instrument to designated “Articles”, “Sections” and other subdivisions are to the designated
Articles, Sections and other subdivisions of this instrument as executed; the words “herein”, “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision; and


 


(6)         the
words “including”, “includes” and “include” shall be deemed to be followed by
the words “without limitation”.


 


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


 


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


 


“Applicable Tax
Law” has the meaning specified in Section 1.18.


 


“Attributable Debt”
means, as to any particular lease under which any Person is at the time liable, at any date as of which the amount thereof is to
be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining term thereof
(excluding any subsequent renewal or other extension options held by the lessee), discounted from the respective due dates thereof
to such date at the rate of 15% per annum, compounded monthly. The net amount of rent required to be paid under any such lease
for any such period shall be the aggregate amount of the rent payable by the lessee with respect to such period after excluding
amounts required to be paid on account of maintenance and repairs, services, insurance, taxes, assessments, water rates and similar
charges and contingent rents (such as those based on sales). In the case of any lease which is terminable by the lessee upon the
payment of a penalty in an amount which is less than the total discounted net amount of rent required to be paid from the later
of the first date upon which such lease may be so terminated or the date of the determination of such net amount of rent, as the
case may be, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so terminated.


 


“Authenticating
Agent” means any Person authorized by the Company to authenticate Securities under Section 6.14.


 


“Board of Directors”
means (i) the board of directors of the Company, (ii) any duly authorized committee of such board, (iii) any committee
of officers of the Company or (iv) any officer of the Company acting, in the case of (iii) or (iv), pursuant to authority
granted by the board of directors of the Company or any committee of such board.


 




    	 	2	 



     


    

 


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


 


“Business Day”
means, with respect to any series of Securities, unless otherwise specified in a Board Resolution and an Officers’ Certificate
with respect to a particular series of Securities, each day which is not a Saturday, Sunday or other day on which banking institutions
in the pertinent Place or Places of Payment or the city in which the Corporate Trust Office is located are authorized or required
by law or executive order to be closed.


 


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


 


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


 


“Company Request”
and “Company Order” mean a written request or order, respectively, signed on behalf of the Company by its Chairman
of the Board, Vice Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer or a Vice President, and
by its Treasurer, an Assistant Treasurer, Controller, an Assistant Controller, Secretary or an Assistant Secretary, and delivered
to the Trustee.


 


“Consolidated Assets”
means the total assets of the Company and its Subsidiaries calculated on a consolidated basis in accordance with GAAP.


 


“Corporate Trust
Office” means the office of the Trustee at which this Indenture shall be principally administered, which office at the
date hereof is located at [__________].


 


“corporation”
means a corporation, association, joint stock company, limited liability company or business trust.


 


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


 


“Depository”
means, unless otherwise specified by the Company pursuant to either Section 2.04 or 3.01, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered
as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation.


 


“Dollar” or
“$” means a dollar or other equivalent unit in such coin or currency of the United States of America that is
legal tender for the payment of public and private debts at the time of payment.


 


“Discharged”
has the meaning specified in Section 4.03.


 




    	 	3	 



     


    

 


“Event of Default”
has the meaning specified in Article 5.


 


“Federal Bankruptcy
Act” has the meaning specified in Section 5.01(5).


 


“GAAP”
means generally accepted accounting principles as in effect from time to time.


 


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


 


“Holder”,
when used with respect to any Security, means a Securityholder.


 


“Indenture”
or “this Indenture” means this instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include
the terms of particular series of Securities established as contemplated by Section 3.01.


 


“Interest Payment
Date”, when used with respect to any series of Securities, means the Stated Maturity of any installment of interest on
those Securities.


 


“Lien”
means, with respect to any asset, any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind
(including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any
security interest).


 


“Material Subsidiary”
means, as of any date of determination, a Subsidiary of the Company whose assets exceed ten percent (10%) of the Company’s
Consolidated Assets as of the date of such determination. However, the Board of Directors of the Company may declare any Subsidiary
of the Company to be a Material Subsidiary.


 


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


 


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer,
President, Chief Financial Officer or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the Company or any in their capacities as such officers of the Company and
delivered to the Trustee.


 




    	 	4	 



     


    

 


“Opinion of Counsel”
means a written opinion, which is reasonably acceptable to the Trustee, of counsel, who may be an employee of, or counsel for the
Company or an Affiliate of the Company. Any Opinion of Counsel required to be delivered under this Indenture may have qualifications
customary for opinions of the type required and counsel delivering such Opinion of Counsel may rely as to factual matters on certificates
of the Company or governmental or other officials customary for opinions of the type required.


 


“Original Issue
Discount Security” means (i) any Security which provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of the Maturity thereof, and (ii) any other security which is issued
with “original issue discount” within the meaning of Section 1273(a) of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder.


 


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


 


(i)          such
Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


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


 


(iii)        such
Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture,
or which shall have been paid, pursuant to the terms of Section 3.06 (except with respect to any such Security as to which proof
satisfactory to the Trustee is presented that such Security is held by a Person in whose hands such Security is a legal, valid
and binding obligation of the Company).


 


In determining whether the
Holders of the requisite principal amount of such Securities Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the principal amount of any Original Issue Discount Security that shall be deemed
to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of the taking of such
action upon a declaration of acceleration of the Maturity thereof, and (ii) 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.
In determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer assigned to the corporate trust department of the Trustee actually
knows to be owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor
shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right to act as owner 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 such other obligor.


 




    	 	5	 



     


    

 


“Paying Agent”
means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf
of the Company. The Company initially authorizes the Trustee to act as Paying Agent for the Securities on its behalf. Without prior
notice to the Securityholders, the Company may at any time and from time to time authorize one or more Persons (including the Company)
to act as Paying Agent in addition to or in place of the Trustee with respect to any series of Securities issued under this Indenture.


 


“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.


 


“Place of Payment”
means with respect to any series of Securities issued hereunder the city or political subdivision so designated with respect to
the series of Securities in question in accordance with the provisions of Section 3.01.


 


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


 


“Principal Property”
means any manufacturing plant or warehouse, together with the land upon which it is erected and fixtures comprising a part thereof,
owned by the Company or any Material Subsidiary and located in the United States, the gross book value of which on the date as
of which the determination is being made is an amount which exceeds 2% of Consolidated Assets, but not including any property financed
through the issuance of any tax exempt governmental obligation, or any such manufacturing plant or warehouse or any portion thereof
or any such fixture (together with the land upon which it is erected and fixtures comprising a part thereof) which, in the opinion
of the Board of Directors, is not of material importance to the total business conducted by the Company and its Subsidiaries, considered
as a single enterprise.


 


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


 


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


 


“Regular Record
Date” for the interest payable on any Security on any Interest Payment Date means the date specified in such Security
as the Regular Record Date.


 


“Repayment Date”,
when used with respect to any Security to be repaid, means the date fixed for such repayment pursuant to such Security.


 




    	 	6	 



     


    

 


“Repayment Price”,
when used with respect to any Security to be repaid, means the price at which it is to be repaid pursuant to such Security.


 


“Responsible Officer”,
when used with respect to the Trustee, means any officer of the Trustee with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter
is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


“Sale and Leaseback
Transaction” shall have the meaning specified in Section 10.07.


 


“Security”
or “Securities” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness,
as the case may be, of any series authenticated and delivered from time to time under this Indenture.


 


“Security Register”
shall have the meaning specified in Section 3.05.


 


“Security Registrar”
means the Person who keeps the Security Register specified in Section 3.05. The Company initially appoints the Trustee to act as
Security Registrar for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to
act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture.


 


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


 


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


 


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


 


“Subsidiary”
means, with respect to any Person, any corporation more than 50% of the Voting Stock of which is owned directly or indirectly by
such Person, and any partnership, association, joint venture or other entity in which such Person owns more than 50% of the equity
interests or has the power to elect a majority of the board of directors or other governing body.


 


“Tranche”
has the meaning specified in Section 11.03.


 


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


 




    	 	7	 



     


    

 


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


 


“Vice President”
when used with respect to the Company or the Trustee means any vice president, whether or not designated by a number or a word
or words added before or after the title “vice president”, including, without limitation, an assistant vice president.


 


“Voting Stock”,
as applied to the stock of any corporation, means stock of any class or classes (however designated) having by the terms thereof
ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such corporation
other than stock having such power only by reason of the happening of a contingency.


 


Section
1.02                      Compliance Certificates and Opinions.


 


Upon any application or request
by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall, if requested by the
Trustee, furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any (including any covenants
compliance with which constitutes a condition precedent), 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 (including
any covenants compliance with which constitutes a condition precedent), 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 (other than annual statements of compliance
provided pursuant to Section 10.04) shall include:


 


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


 


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


 


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


 


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


 




    	 	8	 



     


    

 


Section
1.03                      Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


Section
1.04                      Acts of Securityholders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be
made, given or taken by Securityholders or Securityholders of any series may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Securityholders in person or by an agent duly appointed in writing or may be embodied
in or evidenced by an electronic transmission which identifies the documents containing the proposal on which such consent is requested
and certifies such Securityholders’ consent thereto and agreement to be bound thereby; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. If any Securities are Original Issue Discount Securities, then for the purposes of determining
whether the Holders of the requisite principal amount of Securities have taken any action as herein described, the principal amount
of such Original Issue Discount Securities shall be deemed to be the amount of the principal thereof that would be due and payable
upon a declaration of acceleration of the Maturity thereof as of the date the taking of such action by the Holders of such requisite
principal amount is evidenced to the Trustee as provided in the first sentence of this Section 1.04(a). Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Securityholders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.


 




    	 	9	 



     


    

 


(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 to such
execution or by the certificate of any 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 an
officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit
shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing,
or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient.


 


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


 


(d)          If
the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action,
the Company may, at its option, by 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 action, but the Company shall have no obligation
to do so. Such record date shall be the later of 10 days prior to the first solicitation of such action or the date of the most
recent list of Holders furnished to the Trustee pursuant to Section 7.01. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders
of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders
of the requisite proportion of Securities outstanding have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the Securities outstanding shall be computed as of the
record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date,
and that no such authorization, agreement or consent may be amended, withdrawn or revoked once given by a Holder, unless the Company
shall provide for such amendment, withdrawal or revocation in conjunction with such solicitation of authorizations, agreements
or consents or unless and to the extent required by applicable law.


 


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


 




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


 


Any request, demand, authorization,
direction, notice, consent, election, waiver or Act of Securityholders 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 Securityholder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration; or


 


(2)         the
Company by the Trustee or by any Securityholder shall be sufficient for every purpose hereunder (except as provided in Section
5.01(4) or, in the case of a request for repayment, as specified in the Security carrying the right to repayment) if in writing
and mailed, first-class postage prepaid, to the Company addressed to it at One Ravinia Drive Suite 1300, Atlanta, GA 30346 Attention:
Treasurer, or at any other address previously furnished in writing to the Trustee by the Company.


 


The Trustee agrees
to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured email, .pdf, facsimile transmission
or other similar unsecured electronic methods; provided, however, that the Trustee shall have received an incumbency certificate
listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons,
which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing.


 


If the Issuer elects
to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion
elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.
The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to
the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception
and misuse by third parties.


 


Section
1.06                      Notices to Securityholders; Waiver.


 


Where this Indenture or any
Security provides for notice of any event or reports to Securityholders, such notice or report shall be sufficiently given (unless
otherwise herein or in such Security expressly provided) if in writing and mailed, first-class postage prepaid, or by email in
..pdf format to each Securityholder affected by such event, at his address or email address of such Securityholder as it appears
in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of
such notice or report. In any case where notice to Securityholders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Securityholder shall affect the sufficiency of such notice with respect to
other Securityholders. Where this Indenture or any Security 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 Securityholders 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.


 




    	 	11	 



     


    

 


In case, by reason of the
suspension of regular mail service as a result of a strike, work stoppage or otherwise, it shall be impractical to mail notice
of any event to any Securityholder when such notice is required to be given pursuant to any provision of this Indenture, then any
method of notification as shall be satisfactory to the Trustee and the Company shall be deemed to be a sufficient giving of such
notice.


 


Section
1.07                      Conflict with Trust Indenture Act.


 


If and to the extent that
any provision hereof limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated
provision”) included in this Indenture by operation of, any of Sections 310 to 318, inclusive, of the Trust Indenture Act,
such imposed duties or incorporated provision shall control.


 


Section
1.08                      Effect of Headings and Table of Contents.


 


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


 


Section
1.09                      Successors and Assigns.


 


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


 


Section
1.10                      Separability Clause.


 


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


 


Section
1.11                      Benefits of Indenture.


 


Nothing in this Indenture
or in any Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder,
any Authenticating Agent or Paying Agent, the Security Registrar and the Holders of Securities (or such of them as may be affected
thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section
1.12                      Governing Law.


 


This Indenture and the Securities
shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflicts of laws principles
thereof.


 




    	 	12	 



     


    

 


Section
1.13                      Counterparts.


 


This instrument may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or electronic
format (i.e. “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Indenture
as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile or electronic format (i.e. “pdf” or “tif”) shall be deemed to be their original signatures
for all purposes.


 


Section
1.14                      Legal Holidays.


 


In any case where any Interest
Payment Date, Redemption Date, Repayment Date or Stated Maturity of any Security is not a Business Day at any Place of Payment
or the city in which the Corporate Trust Office of the Trustee is located, then (notwithstanding any other provision of this Indenture
or the Securities, other than a provision in Securities of any series, or in the Board Resolution, supplemental indenture or Officers’
Certificate that establishes the terms of such Securities, that specifically states that such provision shall apply in lieu of
this Section) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, Repayment Date, or at the Stated Maturity, and such extension of time shall in such case be excluded
in the computation of interest, if any, accruing on such Security.


 


Section
1.15                      No Recourse Against Others.


 


No past, present or future
director, officer, stockholder or employee, as such, of the Company or any of its Affiliates or any successor corporation shall
have any liability for any obligation, covenant or agreement of the Company under this Indenture or any indenture supplemental
hereto, or in the Securities, or for any claim based on, in respect of or by reason of such obligations, covenants or agreements
or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are
part of the consideration for the execution and delivery of this Indenture and the issue of the Securities.


 


Section
1.16                      Waiver of Jury Trial.


 


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


 




    	 	13	 



     


    

 


Section
1.17                      Force Majeure.


 


In no event shall the Trustee
be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions
of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under
the circumstances.


 


Section
1.18                      FATCA.


 


In
order to comply with applicable tax laws (inclusive of rules, regulations, directives and published interpretations promulgated
by competent authorities) in effect from time to time (“Applicable Tax Law”) that any foreign financial institution,
issuer, Trustee, Paying Agent, Holder or other institution is or has agreed to be subject to related to the Indenture and the Securities,
the Company agrees (1) upon reasonable written request of the Trustee to use commercially reasonable efforts to provide to the
Trustee sufficient information about Holders or other applicable parties and/or transactions related to this Indenture and the
Securities (including any modification to the terms of such transactions) so the Trustee can determine whether it has tax-related
obligations under Applicable Tax Law; and (2) that the Trustee shall be entitled to make, to the extent it is required to do so
under Applicable Tax Law, any withholding or deduction in respect of taxes from payments under the Indenture for which the Trustee
shall not have any liability. The terms of this Section 1.18 shall survive the termination of this Indenture.


 


Article
2.

Security Forms


 


Section
2.01                      Forms Generally.


 


The Securities shall have
such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may
have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required
to comply with the rules of any securities exchange, or as may, consistently herewith, be determined by the officers executing
such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on
the reverse thereof, with an appropriate reference thereto on the face of the Security.


 


The definitive Securities
shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be
produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such
Securities, subject, with respect to the Securities of any series, to the rules of any securities exchange on which such Securities
are listed.


 




    	 	14	 



     


    

 


Section
2.02                      Forms of Securities.


 


Each Security shall be in
one of the forms approved from time to time by or pursuant to a Board Resolution, or established in one or more indentures supplemental
hereto. Prior to the delivery of a Security to the Trustee for authentication in any form approved by or pursuant to a Board Resolution,
the Company shall deliver to the Trustee the Board Resolution by or pursuant to which such form of Security has been approved,
which Board Resolution shall have attached thereto a true and correct copy of the form of Security which has been approved thereby
or, if a Board Resolution authorizes a specific officer or officers to approve a form of Security, a certificate of such officer
or officers approving the form of Security attached thereto. Any form of Security approved by or pursuant to a Board Resolution
must be acceptable as to form to the Trustee, such acceptance to be evidenced by the Trustee’s authentication of Securities
in that form or a certificate signed by a Responsible Officer of the Trustee and delivered to the Company.


 


Section
2.03                      Form of Trustee’s Certificate of Authentication.


 


The form of the Trustee’s
Certificate of Authentication for any Security issued pursuant to this Indenture shall be substantially as follows:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	 	 	[________________], as Trustee
	 	 	 	 
	Dated:  	 	 	By:	 
	 	 	 	Authorized Signatory


 


Section
2.04                      Securities Issuable in the Form of a Global Security.


 


(a)          If
the Company shall establish pursuant to Sections 2.02 and 3.01 that the Securities of a particular series are to be issued in whole
or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee or its agent shall, in
accordance with Section 3.03 and the Company Order delivered to the Trustee or its agent thereunder, authenticate and hold in custody
on behalf of the Depository, such Global Security or Securities, which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the Outstanding Securities of such series to be represented by such Global Security
or Securities, or such portion thereof as the Company shall specify in a Company Order, (ii) shall be registered in the name
of the Depository for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee or its agent
to the Depository or pursuant to the Depository’s instruction and (iv) shall bear a legend substantially to the following
effect: “Unless this certificate is presented by an authorized representative of the Depository to Issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the name of the nominee of the Depository
or in such other name as is requested by an authorized representative of the Depository (and any payment is made to the nominee
of the Depository or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, the nominee
of the Depository, has an interest herein.”


 




    	 	15	 



     


    

 


(b)         Notwithstanding
any other provision of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms
of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global
Security may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository
for such Global Security, or to the Depository, or a successor Depository for such Global Security selected or approved by the
Company, or to a nominee of such successor Depository.


 


(c)          (i)           If
at any time the Depository for a Global Security notifies the Company that it is unwilling or unable to continue as Depository
for such Global Security or if at any time the Depository for the Securities for such series shall no longer be eligible or in
good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall
appoint a successor Depository with respect to such Global Security. If a successor Depository for such Global Security is not
appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company
will execute, and the Trustee or its agent, upon receipt of a Company Request for the authentication and delivery of individual
Securities of such series in exchange for such Global Security, will authenticate and deliver, individual Securities of such series
of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such
Global Security.


 


(ii)         The
Company may at any time and in its sole discretion determine that the Securities of any series or portion thereof issued or issuable
in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event
the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of individual
Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities
of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such
Global Security or Securities representing such series or portion thereof in exchange for such Global Security or Securities.


 


(iii)        If
specified by the Company pursuant to Sections 2.02 and 3.02 with respect to Securities issued or issuable in the form of a Global
Security, the Depository for such Global Security may surrender such Global Security in exchange in whole or in part for individual
Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depository.
Thereupon the Company shall execute, and the Trustee or its agent shall authenticate and deliver, without service charge, (1) to
each Person specified by such Depository a new Security or Securities of the same series of like tenor and terms and of any authorized
denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial
interest as specified by such Depository in the Global Security; and (2) to such Depository a new Global Security of like
tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of Securities delivered to Holders thereof.


 




    	 	16	 



     


    

 


(iv)        In
any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver individual Securities in definitive registered form in authorized denominations. Upon the exchange of
the entire principal amount of a Global Security for individual Securities, such Global Security shall be canceled by the Trustee
or its agent. Except as provided in the preceding paragraph, Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant
to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or the Security Registrar. The
Trustee or the Security Registrar shall deliver at its Corporate Trust Office such Securities to the Persons in whose names such
Securities are so registered.


 


Article
3.

The Securities


 


Section
3.01                      General Title; General Limitations; Issuable in Series; Terms
of Particular Series.


 


The aggregate principal amount
of Securities which may be authenticated and delivered and Outstanding under this Indenture is not limited.


 


The Securities may be issued
in one or more series as from time to time may be authorized by the Board of Directors. There shall be established in or pursuant
to a Board Resolution or in a supplemental indenture, subject to Section 3.11, prior to the issuance of Securities of any such
series:


 


(1)          the
title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);


 


(2)          the
Person to whom any interest on a Security of such 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;


 


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


 


(4)          the
public offering price of such Securities;


 


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


 




    	 	17	 



     


    

 


(6)          the
index used to determine any payments to be made on the Securities;


 


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


 


(8)          the
period or periods within which, the Redemption Price or Prices or the Repayment Price or Prices, as the case may be, at which,
and the terms and conditions upon which, Securities of such series may be redeemed or repaid, as the case may be, in whole or in
part, at the option of the Company or the Holder;


 


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


 


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


 


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


 


(12)        provisions,
if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of
the same series or the same aggregate principal amount or of a different authorized series or different authorized denomination
or denominations, or both;


 


(13)        provisions,
if any, with regard to the appointment by the Company of an Authenticating Agent in one or more places other than the location
of the office of the Trustee with power to act on behalf of the Trustee and subject to its direction in the authentication and
delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions
of this Indenture or in or pursuant to such Board Resolution or supplemental indenture;


 


(14)        the
portion of the principal amount of Securities of the series, if other than the principal amount thereof, which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section
5.04;


 




    	 	18	 



     


    

 


(15)        any
Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or other
changes to the Events of Default set forth herein that shall be applicable to the Securities of such series;


 


(16)        any
covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions
of Article 10 or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities
of such series;


 


(17)        if
Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 shall be applicable
to any covenant or Event of Default established in or pursuant to a Board Resolution or in a supplemental indenture as described
above that has not already been established herein;


 


(18)        if
the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the terms and
conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities;
and the Depository for such Global Security or Securities; and


 


(19)        any
other terms of such series;


 


all upon such terms as may be determined in
or pursuant to such Board Resolution or supplemental indenture with respect to such series.


 


The form of the Securities
of each series shall be established pursuant to the provisions of this Indenture in or pursuant to the Board Resolution or in the
supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other
series in such manner, reasonably satisfactory to the Trustee, as the Board of Directors may determine.


 


Unless otherwise provided
with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without
coupons.


 


Any terms or provisions in
respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for
the method by which such terms or provisions shall be determined.


 


Section
3.02                      Denominations.


 


The Securities of each series
shall be issuable in such denominations and currency as shall be provided in the provisions of this Indenture or in or pursuant
to the Board Resolution or the supplemental indenture creating such series. In the absence of any such provisions with respect
to the Securities of any series, the Securities of that series shall be issuable only in fully registered form in denominations
of $1,000 and any integral multiple thereof.


 




    	 	19	 



     


    

 


Section
3.03                      Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed
on behalf of the Company by any one of the following: its Chairman of the Board, any Vice Chairman of the Board, its Chief Executive
Officer, its President, its Chief Financial Officer, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers.
The signature of any such officer on the Securities may be manual, facsimile, in the form of a .pdf attachment or by other means
of electronic transmission showing signature. Typographical and other minor errors or defects in any such reproduction of any such
signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the
Trustee.


 


Securities bearing the signature
of any individual who was at any time the proper officer of the Company shall bind the Company, notwithstanding that such individual
has ceased to hold such office prior to the authentication and delivery of such Securities or did not hold such office at the date
of such Securities.


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee
for authentication; and the Trustee shall, upon Company Order, authenticate and deliver such Securities as in this Indenture provided
and not otherwise.


 


Prior to any such authentication
and delivery, and unless otherwise provided for or required under any supplemental indenture, the Trustee shall be provided with,
in addition to any Officers’ Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section
1.02, and the Board Resolution and any certificate relating to the issuance of the series of Securities required to be furnished
pursuant to Section 2.02, an Opinion of Counsel stating that:


 


(1)         that
such form or forms of Securities have been established in conformity with the provisions of this Indenture;


 


(2)         that
the terms of such Securities have been established in conformity with the provisions of this Indenture; and


 


(3)         that
such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance
with their terms, subject to (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally, (B) general equitable principles, and (C) an implied covenant of good
faith and fair dealing.


 


The Trustee shall not be
required to authenticate such Securities if the issue thereof will adversely affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture.


 


Unless otherwise provided
in the form of Security for any series, all Securities shall be dated the date of their authentication.


 




    	 	20	 



     


    

 


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


 


Section
3.04                      Temporary Securities.


 


Pending the preparation of
definitive Securities of any series, the Company may execute, and, upon receipt of the documents required by Section 3.03, together
with a Company Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in
lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such Securities.


 


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


 


Section
3.05                      Registration, Transfer and Exchange.


 


The Company shall keep or
cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities
of a particular series, and of transfers of Securities or of Securities of such series. Any such register shall be in written form
or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information
contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained
by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities.


 




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Subject to Section 2.04,
upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for
such purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of such series of any authorized denominations, of a like aggregate
principal amount and Stated Maturity and of like tenor and terms.


 


Subject to Section 2.04,
at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations,
of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive.


 


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


 


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


 


Unless otherwise provided
in the Security to be registered for transfer or exchange, no service charge shall be made on any Securityholder for any registration
of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.


 


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


 


None of the Company, the
Trustee, any agent of 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.


 




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Section
3.06                      Mutilated, Destroyed, Lost and Stolen Securities.


 


If (i) any mutilated
Security is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction,
loss or theft of any Security, and (ii) there is delivered to the Company and the Trustee such Security or indemnity as may
be required by them to save each of them harmless, then, in the absence of actual notice to the Company or the Trustee that such
Security has been acquired by a protected purchaser, the Company shall execute and upon its written request the Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of like tenor,
series, Stated Maturity and principal amount, bearing a number not contemporaneously outstanding.


 


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


 


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


 


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


 


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


 


Section
3.07                      Payment of Interest; Interest Rights Preserved.


 


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


 


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


 




    	 	23	 



     


    

 


(1)         The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names any such Securities (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 such Security and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon
the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor 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 the Holder of each such Security at his address as it appears in the Security Register,
not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such
Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following Clause (2).


 


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


 


If any installment of interest,
the Stated Maturity of which is on or prior to the Redemption Date for any Security called for redemption pursuant to Article 11,
is not paid or duly provided for on or prior to the Redemption Date in accordance with the foregoing provisions of this Section,
such interest shall be payable as part of the Redemption Price of such Securities.


 


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


 


Unless otherwise provided
in or pursuant to this Indenture or the Securities of any particular series pursuant to the provisions of this Indenture, at the
option of the Company, interest on Securities may be paid by mailing a check to the address of the Person entitled thereto
at such address as shall appear in the Security Register or by wire transfer to an account maintained by the payee with a bank
located in the United States.


 


Section
3.08                      Persons Deemed Owners.


 


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


 




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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 in a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.


 


Section
3.09                      Cancellation.


 


All Securities surrendered
for payment, conversion, redemption, registration of transfer, exchange or credit against a sinking fund shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and, if not already canceled, shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the
Trustee. No Security shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities in accordance with its standard
procedures.


 


Section
3.10                      Computation of Interest.


 


Unless otherwise provided
as contemplated in Section 3.01, interest on the Securities shall be calculated on the basis of a 360-day year of twelve 30-day
months.


 


Section
3.11                      Delayed Issuance of Securities.


 


Notwithstanding any contrary
provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary for the
Company to deliver to the Trustee an Officers’ Certificate, Board Resolution, supplemental indenture, Opinion of Counsel
or Company Order otherwise required pursuant to Sections 1.02, 2.02, 3.01 and 3.03 at or prior to the time of authentication of
each Security of such series if such documents are delivered to the Trustee or its agent at or prior to the authentication upon
original issuance of the first Security of such series to be issued; provided that any subsequent request by the Company to the
Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the
Company that as of the date of such request, the statements made in the Officers’ Certificate or other certificates delivered
pursuant to Sections 1.02 and 2.02 shall be true and correct as if made on such date.


 


A Company Order, Officers’
Certificate or Board Resolution or supplemental indenture delivered by the Company to the Trustee in the circumstances set forth
in the preceding paragraph may provide that Securities which are the subject thereof will be authenticated and delivered by the
Trustee or its agent on original issue from time to time in the aggregate principal amount, if any, established for such series
pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order upon the telephonic,
electronic or written order of Persons designated in such Company Order, Officers’ Certificate, supplemental indenture or
Board Resolution (any such telephonic or electronic instructions to be promptly confirmed in writing by such Persons) and that
such Persons are authorized to determine, consistent with such Company Order, Officers’ Certificate, supplemental indenture
or Board Resolution, such terms and conditions of said Securities as are specified in such Company Order, Officers’ Certificate,
supplemental indenture or Board Resolution.


 




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Section
3.12                      CUSIP NUMBERS.


 


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


 


Article
4.

Satisfaction and Discharge


 


Section
4.01                      Satisfaction and Discharge of Indenture.


 


This Indenture shall cease
to be of further effect with respect to any series of Securities (except as to any surviving rights of conversion or registration
of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series),
and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when:


 


(1)          either


 


(A)         all
Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been
destroyed, lost or stolen and which have been replaced or paid for as provided in Section 3.06, and (ii) Securities of such
series for whose payment money in United States dollars 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 10.03) have been delivered
to the Trustee canceled or for cancellation; or


 


(B)         all
such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation:


 


(i)           have
become due and payable, or


 


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


 




    	 	26	 



     


    

 


(iii)         are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company,


 


and the Company,
in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee canceled or for cancellation, for principal (and premium, 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 with respect to the Securities of such series;
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 with respect to the Securities of such
series have been complied with.


 


Notwithstanding the satisfaction and discharge
of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that
series under Section 6.07 shall survive and the obligations of the Company and the Trustee under Sections 3.05, 3.06, 4.02, 10.02
and 10.03 shall survive.


 


Upon satisfaction and discharge of this Indenture
as provided in this Section 4.01, the Trustee shall assign, transfer and turn over to the Company, subject to the claim provided
by Section 6.07, any and all money, securities and other property then held by the Trustee for the benefit of the Holders of the
Securities other than money held by the Trustee pursuant to Section 4.02.


 


Section
4.02                      Application of Trust Money.


 


Subject to the provisions
of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 or Section 4.03 shall be
held in trust and applied by it, in accordance with the provisions of the series of Securities in respect of which it was deposited
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, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent
required by law.


 


Anything herein to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or securities
deposited with and held by it as provided in Section 4.03 and this Section 4.02 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of
the amount thereof which would then be required to be deposited to effect an equivalent satisfaction and discharge or covenant
defeasance, provided that the Trustee shall not be required to liquidate any securities in order to comply with the provisions
of this paragraph.


 




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Section
4.03                      Defeasance Upon Deposit of Funds or Government Obligations.


 


Unless pursuant to Section
3.01 provision is made that this Section shall not be applicable to the Securities of any series, at the Company’s option,
either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to any
series of Securities after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to
be under any obligation to comply with any term, provision or condition set forth in Sections 10.04, 10.06 and 10.07 and Article
8 (and any other Sections or covenants applicable to such Securities that are determined pursuant to Section 3.01 to be subject
to this provision), and clause (4) of Section 5.01 of this Indenture (and any other Events of Default applicable to such Securities
that are determined pursuant to Section 3.01 to be subject to this provision) shall be deemed not to be an Event of Default, with
respect to any series of Securities at any time after the applicable conditions set forth below have been satisfied:


 


(1)         the
Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged
as security for, and dedicated solely to the benefit of the Holders of the Securities of such series, money or the equivalent in
securities of the United States government or government agencies backed by the full faith and credit of the United States government,
or a combination thereof, which through the payment of interest thereon and principal thereof in accordance with their terms will
provide funds in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof, to pay and discharge each installment of principal (including mandatory sinking fund payments)
and any premium of, interest on and any repurchase or redemption obligations with respect to the outstanding Securities of such
series on the dates such installments of interest or principal or repurchase or redemption obligations are due (before such a deposit,
if the Securities of such series are then redeemable or may be redeemed in the future pursuant to the terms thereof, in either
case at the option of the Company, the Company may give to the Trustee, in accordance with Section 11.02, a notice of its election
to redeem all of the Securities of such series at a future date in accordance with Article 11);


 


(2)         no
Event of Default or event (including such deposit) which with notice or lapse of time would become an Event of Default with respect
to the Securities of such series shall have occurred and be continuing on the date of such deposit;


 


(3)         the
Company shall have delivered to the Trustee (A) an Opinion of Counsel to the effect that Holders of the Securities of such
series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its
option under this Section 4.03 and will be subject to federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such option had not been exercised, and, in the case of Securities being Discharged, accompanied
by a ruling to that effect from the Internal Revenue Service, unless, as set forth in such Opinion of Counsel, there has been a
change in the applicable federal income tax law such that a ruling from the Internal Revenue Service is no longer required and
(B) an Opinion of Counsel, subject to such qualifications, exceptions, assumptions and limitations as are reasonably deemed
necessary by such counsel and are reasonably satisfactory to counsel for the Trustee, to the effect that the trust resulting from
the deposit referred to in paragraph (1) above does not violate the Investment Company Act of 1940, as amended;


 




    	 	28	 



     


    

 


(4)         the
Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit referred to in paragraph (1)
above was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the intent
of defeating, hindering, delaying or defrauding creditors of the Company or others; and


 


(5)         the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such
series have been complied with.


 


If the Company, at its option, with respect
to a series of Securities, satisfies the applicable conditions pursuant to either clause (a) or (b) of the first sentence
of this Section, then clause (4) of Section 5.01 (and any other Events of Default applicable to such series of Securities that
are determined pursuant to Section 3.01 to be subject to this provision) shall be deemed not to be an Event of Default with respect
to such series of Securities at any time thereafter.


 


“Discharged”
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under,
the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such
series (and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging
the same), except (A) the rights of Holders of Securities to receive, from the trust fund described in clause (1) above, payment
of the principal and any premium of and any interest on such Securities when such payments are due; (B) the Company’s
obligations with respect to such Securities under Sections 3.05, 3.06, 4.02, 6.07, 10.02 and 10.03; (C) the Company’s
right of redemption, if any, with respect to any Securities of such series pursuant to Article 11, in which case the Company may
redeem the Securities of such series in accordance with Article 11 by complying with such Article and depositing with the Trustee,
in accordance with Section 11.05, an amount of money sufficient, together with all amounts held in trust pursuant to Section 4.02
with respect to Securities of such series, to pay the Redemption Price of all the Securities of such series to be redeemed; and
(D) the rights, powers, trusts, duties and immunities of the Trustee hereunder.


 


Section
4.04                      Reinstatement.


 


If the Trustee or Paying
Agent is unable to apply any money or securities in accordance with Section 4.02 of this Indenture, by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though
no deposit had occurred pursuant to Section 4.01 or 4.03 of this Indenture, as the case may be, until such time as the Trustee
or Paying Agent is permitted to apply all such money or securities in accordance with Section 4.02 of this Indenture; provided
that, if the Company has made any payment of principal of or interest on any Securities because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or securities
held by the Trustee or Paying Agent.


 




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Article
5.

DEFAULT AND Remedies


 


Section
5.01                      Events of Default.


 


“Event of Default”,
wherever used herein, means with respect to any series of Securities any one of the following events (whatever the reason for such
Event of Default and whether 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), unless such event is
either inapplicable to a particular series or it is specifically deleted or modified in or pursuant to the supplemental indenture
or Board Resolution creating such series of Securities or in the form of Security for such series:


 


(1)         default
in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity and, in the case of technical
or administrative difficulties, only if such default persists for a period of more than 3 Business Days;


 


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


 


(3)         default
in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities
of such series and continuance of such default for a period of 30 days;


 


(4)         default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture in respect of the Securities of such
series (other than a covenant or warranty in respect of the Securities of such series a default in the performance of which or
the breach of which is elsewhere in this Section specifically dealt with), all of such covenants and warranties in the Indenture
which are not expressly stated to be for the benefit of a particular series of Securities being deemed in respect of the Securities
of all series for this purpose, and continuance of such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities of such 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 (other than a covenant
or warranty a default in the performance of which, or the breach of which, would otherwise constitute an Event of Default);


 




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(5)         the
entry of an order for relief against the Company or any Material Subsidiary thereof under Title 11, United States Code (the “Federal
Bankruptcy Act”) by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the
premises adjudging the Company or any Material Subsidiary thereof a bankrupt or insolvent under any other applicable Federal or
State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company or any Material Subsidiary thereof under the Federal Bankruptcy Act or any other
applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official)
of the Company or any Material Subsidiary thereof or of any substantial part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days;


 


(6)         the
consent by the Company or any Material Subsidiary thereof to the institution of bankruptcy or insolvency proceedings against it,
or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Act or any
other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any Material Subsidiary thereof or of
any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it
in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or
any Material Subsidiary thereof in furtherance of any such action; or


 


(7)         any
other Event of Default provided in the supplemental indenture or Board Resolution under which such series of Securities is issued
or in the form of Security for such series.


 


Section
5.02                      Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default described
in paragraph (1), (2), (3), (4) or (7) (if the Event of Default under paragraph (4) or (7) is with respect to less
than all series of Securities then Outstanding) of Section 5.01 occurs and is continuing with respect to any series, then and
in each and every such case, unless the principal of all the Securities of such series shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding
hereunder (each such series acting as a separate class), by notice in writing to the Company (and to the Trustee if given by Holders),
may declare the principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of that series) of all the Securities of such series and all accrued interest
thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. If an Event
of Default described in paragraph (4) or (7) (if the Event of Default under paragraph (4) or (7) is with respect
to all series of Securities then Outstanding), of Section 5.01 occurs and is continuing, then and in each and every such case,
unless the principal of all the Securities shall have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by notice
in writing to the Company (and to the Trustee if given by Holders), may declare the principal amount (or, if any Securities are
Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof) of all the
Securities then Outstanding and all accrued interest thereon to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities contained to the
contrary notwithstanding. If an Event of Default of the type set forth in paragraph (5) or (6) of Section 5.01 occurs and is continuing,
the principal of and any interest on the Securities then outstanding shall become immediately due and payable.


 




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At any time after such a
declaration of acceleration has been made with respect to the Securities of any or all series, as the case may be, 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 Event
or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived,
and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:


 


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


 


(A)         all
overdue installments of interest on the Securities of such series;


 


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


 


(C)         interest
upon overdue installments of interest at the rate or rates prescribed therefor by the terms of the Securities of such series to
the extent that payment of such interest is lawful; and


 


(D)         all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due the Trustee under Section 6.07; and


 


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


 


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


 


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


 


The Company covenants that
if:


 


(1)          default
is made in the payment of any installment of interest on any Security of any series when such interest becomes due and payable;


 




    	 	32	 



     


    

 


(2)         default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof; or


 


(3)         default
is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities
of any series;


 


and any such default continues for any period
of grace provided with respect to the Securities of such series, the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holder of any such Security (or the Holders of any such series in the case of Clause (3) above), the whole amount
then due and payable on any such Security (or on the Securities of any such series in the case of Clause (3) above) for principal
(and premium, if any) and interest, with interest, to the extent that payment of such interest shall be legally enforceable, upon
the overdue principal (and premium, if any) and upon overdue installments of interest, at such rate or rates as may be prescribed
therefor by the terms of any such Security (or of Securities of any such series in the case of Clause (3) above); and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section
6.07 except as a result of its negligence or willful misconduct.


 


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 the Securities of such series and collect the money adjudged
or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities,
wherever situated.


 


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


 


In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding
relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment
of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 




    	 	33	 



     


    

 


(i)          to
file and prove a claim for the whole amount of principal (or portion thereof determined pursuant to Section 3.01(14) to be provable
in bankruptcy) (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary and 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 all other amounts due the Trustee
under Section 6.07) and of the Securityholders 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
receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized
by each Securityholder to make such payment to the Trustee and in the event that the Trustee shall consent to the making of such
payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07 except
as a result of its negligence or bad faith.


 


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


 


Section
5.05                      Trustee May Enforce Claims Without Possession of Securities.


 


All rights of action and
claims under this Indenture or the Securities of any series may be prosecuted and enforced by the Trustee without the possession
of any of the Securities of such series 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 agent and counsel and
any other amounts due the Trustee under Section 6.07, be for the ratable benefit of the Holders of the Securities of the series
in respect of which such judgment has been recovered.


 


Section
5.06                      Application of Money Collected.


 


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


 


First:
To the payment of all amounts due the Trustee under Section 6.07 except as a result of its negligence or willful misconduct;


 




    	 	34	 



     


    

 


Second:
To the payment of the amounts then due and unpaid upon the Securities of that series for principal (and premium, 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 amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively;
and


 


Third:
To the Company or any other person lawfully entitled thereto as directed in writing by the Company.


 


Section
5.07                      Limitation on Suits.


 


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


 


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


 


(2)         the
Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such 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 satisfactory to it against the costs, expenses and liabilities to be incurred
in compliance with such request;


 


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


 


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


 


it being understood and intended that no one
or more Holders of Securities of such series 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 Holders of Securities of such series, or to obtain or
to seek to obtain priority or preference over any other such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and proportionate benefit of all the Holders of all Securities of such series.


 


Section
5.08                      Unconditional Right of Securityholders To Receive Principal, Premium
and Interest.


 


Notwithstanding any other
provisions in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 3.07) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as
the case may be) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the
consent of such Holder.


 




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Section
5.09                      Restoration of Rights and Remedies.


 


If the Trustee or any Securityholder
has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, then and in every such case the Company, the Trustee and the Securityholders 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 Securityholders shall continue as though no such proceeding had been instituted.


 


Section
5.10                      Rights and Remedies Cumulative.


 


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


 


Section
5.11                      Delay or Omission Not Waiver.


 


No delay or omission of the
Trustee or of any Holder of any Security 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 Securityholders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Securityholders, as the case may be.


 


Section
5.12                      Control by Securityholders.


 


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


 


(1)         the
Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that
the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall, by
a Responsible Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial
to the Holders not taking part in such direction; and


 




    	 	36	 



     


    

 


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


 


Section
5.13                      Waiver of Past Defaults.


 


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


 


(1)         in
the payment of the principal of (or premium, if any) or interest on any Security of such series, or in the payment of any sinking
or purchase fund or analogous obligation with respect to the Securities of such series; or


 


(2)         in
respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series.


 


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


 


Section
5.14                      Undertaking for Costs.


 


All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken 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 Securityholder, or group of Securityholders, holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series to which the suit relates, or to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of (or premium, if any) or interest on a Security on or after the respective Stated Maturities expressed
in such Security (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date, as the case may
be).


 


Section
5.15                      Waiver of Stay or Extension Laws.


 


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


 




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Article
6.

The Trustee


 


Section
6.01                      Certain Duties and Responsibilities.


 


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


 


(1)          the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to
the Securities of such series, 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, with respect to Securities of such series, conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Indenture.


 


(b)          In
case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with
respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs.


 


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


 


(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, 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


 




    	 	38	 



     


    

 


(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 indemnity satisfactory to it against such risk or liability is not reasonably
assured to it.


 


(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.


 


Section
6.02                      Notice of Defaults.


 


Within 90 days after the
occurrence of any default hereunder with respect to Securities of any series, the Trustee shall transmit by mail to all Securityholders
of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to 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, if any) or interest on any Security of such series or in the payment of any sinking or purchase fund
installment or analogous obligation with respect to Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as 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 Securityholders of such series; and provided, further, that in the case
of any default of the character specified in Section 5.01(4) with respect to Securities of such series no such notice to Securityholders
of such series shall be given until at least 90 days after the occurrence thereof. For the purpose of this Section, the term “default,”
with respect to Securities of any series, means any event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to Securities of such series.


 


Section
6.03                      Certain Rights of Trustee.


 


Except as otherwise provided
in Section 6.01:


 


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


 


(b)          any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


(c)          whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, rely upon an Officers’ Certificate;


 




    	 	39	 



     


    

 


(d)          the
Trustee may consult with counsel of its selection and the advice of such counsel or an 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;


 


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


 


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


 


(g)          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;


 


(h)          the
Trustee shall not be charged with knowledge of any default (as defined in Section 6.02) or Event of Default with respect to the
Securities of any series for which it is acting as Trustee unless written notice of such default or Event of Default shall have
been given to a Responsible Officer of the Trustee by the Company or any other obligor on such Securities or by any Holder of such
Securities;


 


(i)           the
Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct
does not constitute willful misconduct or negligence;


 


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


 


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


 




    	 	40	 



     


    

 


(l)           in
no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever
(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.


 


Section
6.04                      Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein
and in the Securities, except the certificates of authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or
the proceeds thereof.


 


Section
6.05                      May Hold Securities.


 


The Trustee, any Authenticating
Agent, any Paying Agent, the Security Registrar or any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Section
6.06                      Money Held in Trust.


 


Subject to the provisions
of Section 10.03 hereof, all moneys in United States dollars received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent
required by law. 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
6.07                      Compensation and Reimbursement.


 


The Company agrees:


 


(1)          to
pay to the Trustee from time to time such compensation as the Company and the Trustee shall agree in writing 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 the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may have been
caused by its negligence or willful misconduct; and


 




    	 	41	 



     


    

 


(3)          to
indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damage,
claim or expense, including taxes (other than taxes based on the income of the Trustee), incurred without negligence or willful
misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs
and expenses of defending itself against any claim (whether asserted by the Company, a Securityholder or any other Person) or liability
in connection with the exercise or performance of any of its powers or duties hereunder.


 


As security for the performance
of the obligations of the Company under this Section the Trustee shall have a lien 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 (and premium, if any)
or interest on particular Securities.


 


When the Trustee incurs expenses
or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation
for the services are intended to constitute expenses of administration under any bankruptcy law.


 


The Company’s obligations
under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of
the Company’s obligations pursuant to Article 4 of this Indenture and/or the termination of this Indenture.


 


Section
6.08                      Disqualification; Conflicting Interests.


 


The Trustee for the Securities
of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period
of time provided for therein. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the
Trust Indenture Act with respect to the Securities of any series, there shall be excluded from the operation of this Section 6.08
all other series under this Indenture. Nothing herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act.


 


Section
6.09                      Corporate Trustee Required; Eligibility.


 


There shall at all times
be a Trustee hereunder with respect to each series of Securities, which shall be either:


 


(i)           a
corporation organized and doing business under the laws of the United States of America or of any State, authorized under such
laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority; or


 


(ii)          a
corporation or other Person organized and doing business under the laws of a foreign government that is permitted to act as Trustee
pursuant to a rule, regulation or order of the Commission, authorized under such laws to exercise corporate trust powers, and subject
to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent
to supervision or examination applicable to United States institutional trustees;


 




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in either case having a combined capital and
surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. Neither the Company nor any Person directly or indirectly controlling, controlled by, or under common control with
the Company shall serve as trustee for the Securities of any series issued hereunder. If at any time the Trustee with respect to
any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in Section 6.10.


 


Section
6.10                      Resignation and Removal.


 


(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 under Section 6.11.


 


(b)          The
Trustee may resign with respect to any series of Securities at any time 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.


 


(c)          The
Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount
of the outstanding Securities of that 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 removal, the Trustee
being removed 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 Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series
of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security
of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of
Section 310(b) of the Trust Indenture Act;


 


(2)          the
Trustee shall cease to be eligible under Section 6.09 with respect to any series of Securities and shall fail to resign after written
request therefor by the Company or by any such Securityholder;


 


(3)          the
Trustee shall become incapable of acting with respect to any series of Securities; or


 




    	 	43	 



     


    

 


(4)          the
Trustee 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 a Board Resolution may remove the Trustee, with respect to the series, or in the case of Clause (4), with respect to
all series, or (ii) subject to Section 5.14, any Securityholder 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 removal of the Trustee and the appointment of a successor Trustee with respect to the series, or, in the case of Clause
(4), with respect to all series.


 


(e)          If
the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall
occur in the office of the Trustee with respect to any series of Securities for any cause, the Company, by Board Resolution, shall
promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity,
or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor
Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted
appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of
a Security of that 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 such series.


 


(f)           The
Company shall give notice of each resignation and each removal of the Trustee with respect to any series to all Holders of Securities
of such series in the manner provided in Section 1.06. Each notice shall include the name of the successor Trustee and the address
of its principal Corporate Trust Office.


 


Section
6.11                      Acceptance of Appointment by Successor.


 


Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to the Company and to the predecessor Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the predecessor Trustee shall become effective with respect to any series as to which
it is resigning or being removed as Trustee, and such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the predecessor Trustee with respect to any such series; but, on request
of the Company or the successor Trustee, such predecessor Trustee shall, upon payment of its reasonable charges, if any, execute
and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the predecessor Trustee,
and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such predecessor trustee hereunder
with respect to all or any such series, subject nevertheless to its lien, if any, provided for in Section 6.07. Upon 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.


 




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In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the predecessor
Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee
is not being succeeded shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of
the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; 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. No Trustee hereunder shall be personally liable by reason of any act
or omission solely of any other Trustee hereunder.


 


No successor Trustee with
respect to any series of Securities shall accept its appointment unless at the time of such acceptance such successor Trustee shall
be qualified and eligible with respect to that series under this Article.


 


Section
6.12                      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 shall have been authenticated, but not delivered, by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case any Securities
shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities,
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.


 




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Section
6.13                      Preferential Collection of Claims Against Company.


 


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


 


Section
6.14                      Appointment of Authenticating Agent.


 


At any time when any of the
Securities remain Outstanding the Trustee, with the approval of the Company, 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 original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section
3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District
of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section.


 


Any corporation into which
an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all 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
any further act on the part of the Trustee or the Authenticating Agent.


 




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An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and, if other than the Company, to the Company. The Trustee
may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and,
if other than the Company, 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, with
the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall provide
notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve,
as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


The Company agrees to pay
to each Authenticating Agent from time to time reasonable compensation as the Company and the Authenticating Agent shall from time
to time agree in writing for its services under this Section.


 


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


 


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


 


	 	 	[______________], as Trustee
	 	 	 	 
	Dated:  	 	 	By:	 
	 	 	 	As Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	As Authorized Agent


 


Article
7.

Securityholders’ Lists and Reports by

Trustee and Company


 


Section
7.01                      Company To Furnish Trustee Names and Addresses of Securityholders.


 


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


 


(1)          semi-annually,
not more than 15 days after December 15 and June 15 in each year in such form as the Trustee may reasonably require,
a list of the names and addresses of the Holders of Securities of each series as of such December 15 and June 15,
as applicable; and


 


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


 


provided,
however, that if and so long as the Trustee shall be the Security Registrar for Securities of a series, no such list need be
furnished with respect to such series of Securities.


 




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Section
7.02                      Preservation of Information; Communications to Securityholders.


 


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


 


(b)          If
three or more Holders of Securities of any series (hereinafter referred to as “applicants”) apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series for a period
of at least six months preceding the date of such application, and such application states that the applicants desire to communicate
with other Holders of Securities of such series or with the Holders of all Securities with respect to their rights under this Indenture
or under such Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election, either:


 


(i)           afford
such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.02(a); or


 


(ii)          inform
such applicants as to the approximate number of Holders of Securities of such series or all Securities, as the case may be, whose
names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a), and as to
the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in such application.


 


If the Trustee shall elect
not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail
to each Holder of a Security of such series or to all Securityholders, as the case may be, whose names and addresses appear in
the information preserved at the time by the Trustee in accordance with Section 7.02(a), a copy of the form of proxy or other communication
which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Trustee
shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement
to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities
of such series or all Securityholders, as the case may be, or would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining
one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all Securityholders
of such series or all Securityholders, as the case may be, with reasonable promptness after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.


 




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(c)          Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the
Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with Section 7.02(b), 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 Section 7.02(b).


 


Section
7.03                      Reports by Trustee.


 


(a)          Within
60 days after May 15 of each year commencing with the first May 15 after the issuance of Securities, the Trustee
shall transmit to all Holders as their names and addresses appear in the Security Register, as provided in Trust Indenture Act
Section 313(c), a brief report dated as of May 15 if required by, in accordance with and with respect to, the matters
required by Trust Indenture Act Section 313(a).


 


(b)          The
Trustee shall transmit to all Holders as their names and addresses appear in the Security Register, as provided in Trust Indenture
Act Section 313(c), a brief report in accordance with and with respect to the matters required by Trust Indenture Act Section 313(b).


 


(c)          A
copy of each such report shall, at the time of such transmission to Holders, be furnished to the Company and, in accordance with
Trust Indenture Act Section 313(d), be filed by the Trustee with each stock exchange upon which the Securities are listed, and
also with the Commission. The Company will promptly notify the Trustee when the Securities are listed on any stock exchange and
of any delisting thereof.


 


Section
7.04                      Reports by Company.


 


The Company shall file with
the Trustee, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. The Company
also shall comply with the other provisions of Trust Indenture Act Section 314(a).


 


Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
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).


 




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Article
8.

Consolidation, Merger, Conveyance or Transfer


 


Section
8.01                      Consolidation, Merger, Conveyance or Transfer on Certain Terms.


 


The Company shall not consolidate
with or merge into any other Person or sell, lease, convey or transfer all or substantially all its properties and assets to any
Person, if upon any such consolidation, merger, sale, lease, conveyance or transfer the Company is not the surviving corporation,
unless:


 


(1)         the
Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale, lease, conveyance
or transfer all or substantially all the properties and assets of the Company shall be organized and existing under the laws of
the United States of America or any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of
the principal of (and premium, if any) and interest, if any, on all the Securities and the performance of every covenant of this
Indenture (as supplemented from time to time) on the part of the Company to be performed or observed;


 


(2)         immediately
after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing; and


 


(3)         the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation,
merger, sale, lease, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.


 


In the event of any such
consolidation, merger, sale, lease, conveyance or transfer the Company shall be discharged from all obligations and covenants under
this Indenture and the Securities and the Company may be liquidated and dissolved.


 


Section
8.02                      Successor Person Substituted.


 


Upon any consolidation or
merger, or sale, lease, conveyance or transfer of all or substantially all the properties and assets of the Company in accordance
with Section 8.01, and if required hereunder, the successor Person formed by such consolidation or into which the Company is merged
or to which such sale, lease, conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein.
In the event of any such conveyance or transfer, the Company as the predecessor shall be discharged from all obligations and covenants
under this Indenture and the Securities, and the Company may be dissolved, wound up or liquidated at any time thereafter.


 




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Article
9.

Supplemental Indentures


 


Section
9.01                      Supplemental Indentures Without Consent of Securityholders.


 


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


 


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


 


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


 


(3)         to
cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under this Indenture; provided that any such supplemental
indenture shall not materially and adversely affect the interests of the Securityholders of any series;


 


(4)         to
add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to
in Section 316(a)(2) of the TIA as in effect at the date as of which this instrument was executed or any corresponding provision
in any similar federal statute hereafter enacted;


 


(5)         to
establish any form of Security, as provided in Article 2, to provide for the issuance of any series of Securities as provided in
Article 3 and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series;


 


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


 




    	 	51	 



     


    

 


(7)         to
add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default
are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely
for the benefit of one or more specified series);


 


(8)         to
provide for the issuance of Securities in coupon as well as in fully registered form; or


 


(9)         to
secure the Securities of any series pursuant to Section 10.06 or otherwise.


 


Section
9.02                      Supplemental Indentures with Consent of Securityholders.


 


With the consent of the Holders
of not less than a majority in principal amount of the Outstanding Securities of all series affected (voting as one class) by such
supplemental indenture or indentures (including consents obtained in connection with a tender offer for or in exchange of Securities),
by Act of said Holders delivered to the Company and the Trustee (in accordance with Section 1.04 hereof), the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture
or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:


 


(1)         change
the Maturity of the principal of, or the Stated Maturity of any premium on, or any installment of interest on, any Security, or
reduce the principal amount thereof or the interest or any premium thereon, or change the method of computing the amount of principal
thereof or interest thereon on any date or change any Place of Payment where, or the coin or currency in which, any Security or
any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or
after the Maturity or the Stated Maturity, as the case may be, thereof (or, in the case of redemption or repayment, on or after
the Redemption Date or the Repayment Date, as the case may be);


 


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


 


(3)         modify
any of the provisions of this Section, Section 5.13 or Section 10.08, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; or


 




    	 	52	 



     


    

 


(4)         impair
or adversely affect the right of any Holder to institute suit for the enforcement of any payment on, or with respect to, the Securities
of any series on or after the Stated Maturity of such Securities (or in the case of redemption, on or after the Redemption Date).


 


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 Holders of Securities
of any other series.


 


The Company may, but shall
not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any supplemental indenture
hereto. If a record date is fixed, then notwithstanding the provisions of the immediately preceding paragraph, the Holders at such
record date (or their duly designated proxies), and only those Holders, shall be entitled to consent to such supplemental indenture,
whether or not such persons continue to be Holders after such record date.


 


It shall not be necessary
for any Act of Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such Holder’s rights to consent
under this Section shall be deemed to be a consent of such Holder.


 


Section
9.03                      Execution of Supplemental Indentures.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall receive, and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


 


Section
9.04                      Effect of Supplemental Indentures.


 


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


 


Section
9.05                      Conformity with Trust Indenture Act.


 


Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of TIA as then in effect.


 




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Section
9.06                      Reference in Securities to Supplemental Indentures.


 


Securities 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 so modified as to conform, in the opinion of the Trustee and the Board of Directors, 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.


 


Article
10.

Covenants


 


Section
10.01                    Payment of Principal, Premium and Interest.


 


With respect to each series
of Securities, the Company will duly and punctually pay the principal of (and premium, if any) and interest on such Securities
in accordance with their terms and this Indenture, and will duly comply with all the other terms, agreements and conditions contained
in, or made in the Indenture for the benefit of, the Securities of such series.


 


Notwithstanding anything
to the contrary in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold federal income
or other similar taxes imposed by the United States from payments of principal, premium, if any, or interest hereunder.


 


Section
10.02                    Maintenance of Office or Agency.


 


The Company will maintain
an office or agency in each Place of Payment where Securities may be presented or surrendered for payment, where Securities may
be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and of
any change in the location, of such office or agency. If at any time the Company shall fail to maintain such 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, and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.


 


Unless otherwise set forth
in, or pursuant to, a Board Resolution or Indenture supplemental hereto with respect to a series of Securities, the Company hereby
initially designates as the Place of Payment for each series of Securities, the Borough of Manhattan, the City and State of New
York, and initially appoints the Trustee at its Corporate Trust Office as the Company’s office or agency for each such purpose
in such city.


 




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Section
10.03                    Money for Security Payments To Be Held in Trust.


 


If the Company shall at any
time act as its own Paying Agent for any series of Securities, it will, on or before each due date of the principal of (and premium,
if any) or interest on, any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, 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 to act.


 


Whenever the Company shall
have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of (and premium,
if any) or interest on, any Securities of such series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and
premium, 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 other than the Trustee for any series of Securities 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 held by it for the payment of principal of (and premium, if any) or interest on Securities of such series in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(2)         give
the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any
such payment of principal (and premium, if any) or interest on the Securities of such 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 with respect to any series of Securities or for any
other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying Agent in respect of each and every series of Securities as to which it seeks to discharge this Indenture or, if for
any other purpose, all sums so held in trust by the Company in respect of all Securities, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Security of any series and remaining unclaimed for two years (or such shorter period for the return of such
funds to the Company under applicable abandoned property laws) after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter as an unsecured general creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease.


 




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Section
10.04                    Statement as to Compliance; Notice of Default.


 


For so long as any Securities
remain outstanding under this Indenture, the Company will deliver to the Trustee, within 120 days after the end of each fiscal
year, an Officers’ Certificate, one of the signatories of which shall be the principal executive, financial or accounting
officer of the Company stating that:


 


(1)         a
review of the activities of the Company and its Subsidiaries during such year as would bear on performance under this Indenture
and under the terms of the Securities has been made under the supervision of such officers; and


 


(2)         to
the best of such officers’ knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture
and has complied with all conditions and covenants on its part contained in this Indenture through such year, or, if there has
been a default in the fulfillment of any such obligation, covenant or condition, specifying all such defaults and the nature and
status thereof of which they have knowledge.


 


For the purpose of this Section
10.04, default and compliance shall be determined without regard to any grace period or requirement of notice provided pursuant
to the terms of this Indenture.


 


Section
10.05                    Legal Existence.


 


Subject to Article 8 the
Company will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.


 


Section
10.06                    Limitation on Liens.


 


The Company shall not, and
shall not permit any Material Subsidiary to, incur, create, issue, assume, guarantee or otherwise become liable for any indebtedness
for money borrowed that is secured by a Lien on any Principal Property or on shares of stock or indebtedness of any Material Subsidiary
(whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) unless the Company or such
Material Subsidiary makes or causes to be made effective provisions whereby the Securities issued under this Indenture will be
secured by such Lien equally and ratably with (or prior to) all other indebtedness thereby secured so long as any such indebtedness
shall be secured. The foregoing restriction does not apply to the following:


 


(i)           Liens
for taxes, assessments or governmental charges or levies on its property if the same shall not at the time be delinquent or thereafter
can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves
in accordance with GAAP shall have been set aside on its books;


 




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(ii)          Liens
imposed by law, such as carriers’, warehousemen’s, materialmen’s, workmen’s, repairmen’s and mechanics’
liens, and other similar Liens (including deposits on pledges to obtain the release of such Liens) arising in the ordinary course
of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith
by appropriate proceedings and for which adequate reserves shall have been set aside on its books;


 


(iii)         Liens
arising out of pledges or deposits required or permitted to qualify the Company or any Subsidiary to conduct business, to maintain
self-insurance or to obtain the benefit of any law pertaining to worker’s compensation laws, unemployment insurance, old
age pensions, or other social security or retirement benefits, or similar legislation;


 


(iv)         utility
easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing
with respect to properties of a similar character and which do not in any material way affect the marketability of the same or
interfere with the use thereof in the business of the Company or its Subsidiaries;


 


(v)          Liens
incurred in the ordinary course of business securing the performance of bids, trade contracts, leases, statutory obligations, bonds,
letters of credit and other similar obligations, and judgment liens to the extent enforcement thereof is effectively stayed, provided
that full provision for the payment of all such obligations shall have been made on the books of the Company or such Subsidiary
as may be required by GAAP;


 


(vi)         banker’s
liens and rights of setoff arising by operation of law and contractual rights of setoff;


 


(vii)        Liens
existing as of the date of this Indenture;


 


(viii)       Liens
created by Subsidiaries of the Company to secure indebtedness of such Subsidiaries to the Company or to one or more other Subsidiaries
of the Company;


 


(ix)         Liens
affecting property of a Person existing at the time it becomes a Subsidiary of the Company or at the time it merges into or consolidates
with the Company or a Subsidiary of the Company or at the time of a sale, lease or other disposition of all or substantially all
of the properties of such Person to the Company or its Subsidiaries;


 


(x)          Liens
on any property existing at the time of the acquisition thereof or incurred to secure payment of all or a part of the purchase
price thereof or to secure indebtedness incurred prior to, at the time of, or within 12 months after the acquisition thereof
for the purpose of financing all or part of the purchase price thereof;


 




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(xi)         Liens
on any property to secure all or part of the cost of improvements or construction thereon or indebtedness incurred to provide funds
for such purpose in a principal amount not exceeding the cost of such improvements or construction;


 


(xii)        Liens
on shares of stock, indebtedness or other securities of a Person that is not the Company or a Subsidiary of the Company;


 


(xiii)       Liens
on or with respect to capital leases entered into after the date of this Indenture, provided that such liens extend only to the
property or assets that are the subject of such capital leases;


 


(xiv)       Liens
on property of the Company or a Subsidiary in favor of the United States of America or any State thereof, or any department, agency
or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country,
or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute
or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction
of the property subject to such Liens;


 


(xv)        any
security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable,
trade acceptances or other paper or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course
of business;


 


(xvi)       any
extension, substitution, renewal or replacement of any lien referred to in the foregoing clauses (i) through (xiv) inclusive, or
of any indebtedness secured thereby; provided, however, that the principal amount of indebtedness secured thereby shall not exceed
the principal amount of indebtedness so secured at the time of such extension, substitution, renewal or replacement, or at the
time the lien was issued, created or assumed or otherwise permitted, and that such extension, substitution, renewal or replacement
lien shall be limited to all or part of substantially the same property which secured the lien extended, renewed or replaced (plus
improvements on such property); and


 


(xvii)      other
Liens arising in connection with indebtedness of the Company and its Subsidiaries in an aggregate principal amount for the Company
and its Subsidiaries, together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties
(with the exception of the transactions that are excluded as described in Section 10.07), not exceeding at the time such lien
is issued, created or assumed 10% of the Consolidated Assets of the Company.


 




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Section
10.07                    Limitation on Sale and Leaseback Transactions.


 


The Company shall not itself,
and shall not permit any Material Subsidiary to, enter into any arrangement after the date of the first issuance by the Company
of Securities issued pursuant to this Indenture with any bank, insurance company or other lender or investor (other than the Company
or another Material Subsidiary) providing for the leasing by the Company or any Material Subsidiary of any Principal Property (except
a lease for a period not to exceed three years by the end of which it is intended that the use of such Principal Property by the
lessee will be discontinued), which was or is owned or leased by the Company or a Material Subsidiary and which has been or is
to be sold or transferred, more than 120 days after the completion of construction and commencement of full operation thereof
by the Company or such Material Subsidiary, to such lender or investor or to any Person to whom funds have been or are to be advanced
by such lender or investor on the security of such Principal Property (herein referred to as a “Sale and Leaseback Transaction”)
unless, either:


 


(a)          the
Attributable Debt of the Company and its Material Subsidiaries in respect of such Sale and Leaseback Transaction and all other
Sale and Leaseback Transactions entered into after the date of the first issuance by the Company of securities issued pursuant
to this instrument (other than any such Sale and Leaseback Transactions that are otherwise permitted or excepted by this Section 10.07),
plus the aggregate principal amount of indebtedness secured by Liens on Principal Properties then outstanding (excluding any such
indebtedness secured by Liens covered in subparagraphs (i) through (xvii) of Section 10.06) without equally and ratably
securing the Securities, would not exceed 10% of Consolidated Assets, or


 


(b)          the
Company, within 150 days after the sale or transfer, applies or causes a Material Subsidiary to apply an amount equal to the
greater of (i) the net proceeds of such sale or transfer or (ii) the Attributable Debt with respect thereto, to the retirement
of Securities of any series or other indebtedness of the Company (other than indebtedness subordinated to the Securities) or indebtedness
of a Material Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such application
or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application
(and, unless otherwise expressly provided with respect to any one or more series of Securities, any redemption of Securities pursuant
to this provision shall not be deemed to constitute a refunding operation or anticipated refunding operation for the purposes of
any provision limiting the Company’s right to redeem Securities of any one or more such series when such redemption involves
a refunding operation or anticipated refunding operation); provided that the amount to be so applied shall be reduced by (i) the
principal amount of Securities delivered within 150 days after such sale or transfer to the Trustee for retirement and cancellation,
and (ii) the principal amount of any such indebtedness of the Company or a Material Subsidiary, other than Securities, voluntarily
retired by the Company or a Material Subsidiary within 180 days after such sale or transfer. Notwithstanding the foregoing,
no retirement referred to in this subdivision (b) may be effected by payment at maturity or pursuant to any mandatory sinking
fund payment or any mandatory prepayment provision.


 


Notwithstanding the foregoing,
where the Company or any Material Subsidiary is the lessee in any Sale and Leaseback Transaction, Attributable Debt shall not include
any indebtedness resulting from the guarantee by the Company or any other Material Subsidiary of the lessee’s obligation
thereunder.


 




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Section
10.08                    Waiver of Certain Covenants.


 


The Company may omit in respect
of any series of Securities, in any particular instance, to comply with any covenant or condition set forth in Section 10.04, 10.06
or 10.07 or set forth in a Board Resolution or supplemental indenture with respect to the Securities of such series, unless otherwise
specified in such Board Resolution or supplemental indenture, if before or after the time for such compliance the Holders of not
less than a majority in principal amount of the Outstanding Securities of all series affected by such waiver (voting as one class)
shall, by Act of such Securityholders delivered to the Company and the Trustee (in accordance with Section 1.04 hereof), either
waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full
force and effect. Nothing in this Section 10.08 shall permit the waiver of compliance with any covenant or condition set forth
in such Board Resolution or supplemental indenture which, if in the form of an indenture supplemental hereto, would not be permitted
by Section 9.02 without the consent of the Holder of each Outstanding Security affected thereby.


 


Section
10.09                    Additional Covenants.


 


Any additional covenants
which the Company will make pertaining to a series of Securities shall be set forth in a supplement relating to such series of
Securities.


 


Section
10.10                    Calculation of Original Issue Discount.


 


The Company shall file with
the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended.


 


Article
11.

Redemption of Securities


 


Section
11.01                    Applicability of Article.


 


The Company may reserve the
right to redeem and pay before Stated Maturity all or any part of the Securities of any series, either by optional redemption,
sinking or purchase fund or analogous obligation or otherwise, by provision therefor in the form of Security for such series established
and approved pursuant to Section 2.02 and on such terms as are specified in such form or in the indenture supplemental hereto with
respect to Securities of such series as provided in Section 3.01. Redemption of Securities of any series shall be made in accordance
with the terms of such Securities and, to the extent that this Article does not conflict with such terms, the succeeding Sections
of this Article. Notwithstanding anything to the contrary in this Indenture, except in the case of redemption pursuant to a sinking
fund, the Trustee shall not make any payment in connection with the redemption of Securities until the close of business on the
Redemption Date.


 




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Section
11.02                    Election To Redeem; Notice to Trustee.


 


The election of the Company
to redeem any Securities redeemable at the election of the Company shall be evidenced by, or pursuant to authority granted by,
a Board Resolution or an Officers’ Certificate or in another manner specified as contemplated by Section 3.01 for Securities
of any series. In case of any redemption at the election of the Company of the Securities of any series, the Company shall, at
least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of Securities of such series and the Tranche to be redeemed.


 


In the case of any redemption
of Securities (i) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (ii) pursuant to an election of the Company which is subject to a condition specified in the
terms of such Securities, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction or condition. The Trustee shall have no obligation to calculate the Redemption Price.


 


Section
11.03                    Selection of Securities To Be Redeemed.


 


If less than all the Securities
of like tenor and terms of any series (a “Tranche”) are to be redeemed, the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date from the Outstanding Securities of such Tranche not previously called
for redemption in accordance with the procedures of the Depository or, in the absence of any such provision, by such method as
the Trustee shall deem fair and appropriate and which may include provision for the selection for redemption of portions of the
principal of Securities of such Tranche of a denomination larger than the minimum authorized denomination for Securities of that
series. Unless otherwise provided in the terms of a particular series of Securities, the portions of the principal of Securities
so selected for partial redemption shall be equal to the minimum authorized denomination of the Securities of such series, or an
integral multiple thereof, and the principal amount which remains outstanding shall not be less than the minimum authorized denomination
for Securities of such series.


 


Securities shall be excluded
from eligibility for selection for redemption if they are identified by registration and certificate number in a written statement
signed by an authorized officer of the Company and delivered to the Trustee at least 60 days prior to the Redemption Date as being
owned of record and beneficially by, and not pledged or hypothecated by either, (a) the Company or (b) an entity specifically
identified in such written statement as being an Affiliate of the Company.


 


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 of such Security which has been or
is to be redeemed.


 




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Section
11.04                    Notice of Redemption.


 


Notice of redemption shall
be given by electronic transmission or first-class mail, postage prepaid, mailed not less than 30 (unless otherwise provided in
the Board Resolution establishing the relevant series) nor more than 60 days prior to the Redemption Date, to each holder of Securities
to be redeemed, at such Holder’s email address or physical address appearing in the Security Register.


 


All notices of redemption
shall identify the Securities to be redeemed (including CUSIP number(s)) and state:


 


(1)         the
Redemption Date and if such redemption is subject to the completion of any condition, a statement to such effect;


 


(2)         the
Redemption Price, or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined
at the time notice is given;


 


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


 


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


 


(5)         the
place where such Securities are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the
Company in the Place of Payment; and


 


(6)         that
the redemption is on account of a sinking or purchase fund, or other analogous obligation, if that be the case.


 


Unless otherwise specified
with respect to any Securities in accordance with Section 3.01, with respect to any notice of redemption of Securities at the election
of the Company, unless, upon the giving of such notice, such Securities are deemed to have been paid in accordance with Section
4.01, such notice may state that such redemption shall be conditional upon the receipt by the Paying Agent for such Securities,
on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest,
if any, on such Securities and that if such money has not been so received such notice shall be of no force or effect and the Company
shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and such
money is not so received the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the
manner in which the notice of redemption was given, that such money was not so received and such redemption was not required to
be made, and the Paying Agent for the Securities otherwise to have been redeemed shall promptly return to the Holders thereof any
of such Securities that had been surrendered for payment upon such redemption.


 




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Notice of redemption of Securities
to be redeemed at the election of the Company, and any notice of non-satisfaction of a condition for redemption as aforesaid, shall
be given by the Company or, at the Company’s request (which may be rescinded or revoked at any time prior to the time at
which the Trustee shall have given such notice to the Holders), by the Trustee in the name and at the expense of the Company. Notice
of mandatory redemption of Securities shall be given by the Trustee in the name and at the expense of the Company. The notice,
if delivered in the manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder of any
Security receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Security
designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other
Securities.


 


Section
11.05                    Deposit of Redemption Price.


 


On or prior to 10:00 a.m.,
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, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay
the Redemption Price of all the Securities which are to be redeemed on that date.


 


Section
11.06                    Securities Payable on Redemption Date.


 


Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price)
such Securities shall cease to bear interest. Upon surrender of such Securities for redemption in accordance with the notice, such
Securities shall be paid by the Company at the Redemption Price. Unless otherwise provided with respect to such Securities pursuant
to Section 3.01, installments of interest the Stated Maturity of which is on or prior to the Redemption Date shall be payable to
the Holders of such Securities registered as such on the relevant Regular Record Dates according to their terms and the provisions
of Section 3.07.


 


If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the
Redemption Date at the rate borne by the Security, or as otherwise provided in such Security.


 


Section
11.07                    Securities Redeemed in Part.


 


Any Security which is to
be redeemed only in part shall be surrendered at the office or agency of the Company in the Place of Payment with respect to that
series (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security
or Securities of the same series and Stated Maturity and of like tenor and terms, 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.


 




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Section
11.08                    Provisions with Respect to Any Sinking Funds.


 


Unless the form or terms
of any series of Securities shall provide otherwise, in lieu of making all or any part of any mandatory sinking fund payment with
respect to such series of Securities in cash, the Company may at its option (1) deliver to the Trustee for cancellation any
Securities of such series theretofore acquired by the Company, or (2) receive credit for any Securities of such series (not
previously so credited) acquired by the Company (including by way of optional redemption (pursuant to the sinking fund or otherwise
but not by way of mandatory sinking fund redemption) or converted by the Holder thereof into Common Stock or other securities and
theretofore delivered to the Trustee for cancellation, and if it does so then (i) Securities so delivered or credited shall
be credited at the applicable sinking fund Redemption Price with respect to Securities of such series, and (ii) on or before
the 60th day next preceding each sinking fund Redemption Date with respect to such series of Securities, the Company will deliver
to the Trustee (A) an Officers’ Certificate specifying the portions of such sinking fund payment to be satisfied by
payment of cash and by delivery or credit of Securities of such series acquired by the Company or converted by the Holder thereof,
and (B) such Securities, to the extent not previously surrendered. Such Officers’ Certificate shall also state the basis
for such credit and that the Securities for which the Company elects to receive credit have not been previously so credited and
were not acquired by the Company through operation of the mandatory sinking fund, if any, provided with respect to such Securities
and shall also state that no Event of Default with respect to Securities of such series has occurred and is continuing. All Securities
so delivered to the Trustee shall be canceled by the Trustee and no Securities shall be authenticated in lieu thereof.


 


If the sinking fund payment
or payments (mandatory or optional) with respect to any series of Securities made in cash plus any unused balance of any preceding
sinking fund payments with respect to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company
shall so request), unless otherwise provided by the terms of such series of Securities, that cash shall be applied by the Trustee
on the sinking fund Redemption Date with respect to Securities of such series next following the date of such payment to the redemption
of Securities of such series at the applicable sinking fund Redemption Price with respect to Securities of such series, together
with accrued interest, if any, to the date fixed for redemption, with the effect provided in Section 11.06. The Trustee shall select,
in the manner provided in Section 11.03, for redemption on such sinking fund Redemption Date a sufficient principal amount of Securities
of such series to utilize that cash and shall thereupon cause notice of redemption of the Securities of such series for the sinking
fund to be given in the manner provided in Section 11.04 (and with the effect provided in Section 11.06) for the redemption of
Securities in part at the option of the Company. Any sinking fund moneys not so applied or allocated by the Trustee to the redemption
of Securities of such series shall be added to the next cash sinking fund payment with respect to Securities of such series received
by the Trustee and, together with such payment, shall be applied in accordance with the provisions of this Section 11.08. Any and
all sinking fund moneys with respect to Securities of any series held by the Trustee at the Maturity of Securities of such series,
and not held for the payment or redemption of particular Securities of such series, shall be applied by the Trustee, together with
other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Securities of such
series at Maturity.


 




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On or before each sinking
fund Redemption Date provided with respect to Securities of any series, the Company shall pay to the Trustee in cash a sum equal
to all accrued interest, if any, to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption
Date pursuant to this Section 11.08.


 




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


 


	 	Internap Corporation, a Delaware corporation
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	[_____________], as Trustee
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




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