Exhibit 4.5


 


THE MARCUS CORPORATION


 


to


 


_______________________________,


 


Trustee


 


INDENTURE


 


Dated as of _______________


 


Subordinated Debt Securities


 






     


     


    

 





TABLE OF CONTENTS*


 


Page


 


	Article 1 Definitions	1
	 	Section 1.1	Definitions	1
	 	 	 
	Article 2 Debt Security Forms.	9
	 	Section 2.1	Forms Generally	9
	 	Section 2.2	Forms of Debt Securities	10
	 	Section 2.3	Form of Trustee’s Certificate of Authentication	10
	 	Section 2.4	Debt Securities in Global Form	11
	 	 	 
	Article 3 The Debt Securities. 	13
	 	Section 3.1	Title and Terms	13
	 	Section 3.2	Denominations	15
	 	Section 3.3	Payment of Principal and Interest	15
	 	Section 3.4	Execution of Debt Securities	15
	 	Section 3.5	Temporary Debt Securities	17
	 	Section 3.6	Exchange and Registration of Transfer of Debt Securities	17
	 	Section 3.7	Mutilated, Destroyed, Lost or Stolen Debt Securities	18
	 	Section 3.8	Payment of Interest; Interest Rights Preserved	19
	 	Section 3.9	Persons Deemed Owners	20
	 	Section 3.10	Cancellation of Debt Securities Paid, etc	20
	 	Section 3.11	Currency and Manner of Payments	21
	 	Section 3.12	CUSIP Numbers	22
	 	 	 
	Article 4 Redemption of Debt Securities; Sinking Funds.	23
	 	Section 4.1	Applicability of Article	23
	 	Section 4.2	Notice of Redemption; Selection of Debt Securities	23
	 	Section 4.3	Payment of Debt Securities Called for Redemption	24
	 	Section 4.4	Exclusion of Certain Debt Securities from Eligibility for Selection for Redemption	25
	 	Section 4.5	Provisions with Respect to any Sinking Funds	25
	 	 	 
	Article 5 Particular Covenants of the Company.	27
	 	Section 5.1	Payment of Principal, Premium and Interest	27
	 	Section 5.2	Offices for Notices and Payments, etc.	27
	 	Section 5.3	Appointments to Fill Vacancies in Trustee’s Office	27



 





 



* This table of
contents shall not, for any purpose, be deemed to be a part of the Indenture.


 






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	 	Section 5.4	Provisions as to Paying Agent	27
	 	Section 5.5	Certificate to Trustee	28
	 	Section 5.6	Waivers of Covenants	28
	 	 	 
	Article 6 Holders’ Lists and Reports by the Company and the Trustee.	29
	 	Section 6.1	Holders’ Lists	29
	 	Section 6.2	Preservation and Disclosure of Lists	29
	 	Section 6.3	Reports by the Company	29
	 	Section 6.4	Reports by the Trustee	29
	 	 	 
	Article 7 Remedies of the Trustee and Holders on Event of Default.	30
	 	Section 7.1	Events of Default	30
	 	Section 7.2	Payment of Debt Securities Upon Default; Suit Therefor	32
	 	Section 7.3	Application of Moneys Collected by Trustee	34
	 	Section 7.4	Proceedings by Holders	35
	 	Section 7.5	Proceedings by Trustee	35
	 	Section 7.6	Remedies Cumulative and Continuing	36
	 	Section 7.7	Direction of Proceedings and Waiver of Defaults by Majority of Holders	36
	 	Section 7.8	Notice of Defaults	36
	 	Section 7.9	Undertaking to Pay Costs	37
	 	Section 7.10	Unconditional Right of Holders to Receive Principal, Premium and Interest	37
	 	 	 
	Article 8 Concerning the Trustee.	37
	 	Section 8.1	Duties and Responsibilities of Trustee	37
	 	Section 8.2	Reliance on Documents, Opinions, etc.	38
	 	Section 8.3	No Responsibility for Recitals, etc.	39
	 	Section 8.4	Trustee and Agents May Own Debt Securities	40
	 	Section 8.5	Moneys to be Held in Trust	40
	 	Section 8.6	Compensation and Expenses of Trustee	40
	 	Section 8.7	Officers’ Certificate as Evidence	41
	 	Section 8.8	Conflicting Interest of Trustee	41
	 	Section 8.9	Eligibility of Trustee	41
	 	Section 8.10	Resignation or Removal of Trustee	41
	 	Section 8.11	Acceptance by Successor Trustee	43
	 	Section 8.12	Succession by Merger, etc.	44
	 	Section 8.13	Limitation on Rights of Trustee as a Creditor	44
	 	Section 8.14	Authenticating Agents	44
	 	Section 8.15	Preferential Collection of Claims Against the Company.	47
	 	Section 8.16	Trustee's Application for Instructions from the Company.	47
	 	 	 
	Article 9 Concerning the Holders.	47
	 	Section 9.1	Action by Holders	47
	 	Section 9.2	Proof of Execution by Holders	48
	 	Section 9.3	Who Are Deemed Absolute Owners	48



 






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	 	Section 9.4	Company-Owned Debt Securities Disregarded	48
	 	Section 9.5	Revocation of Consents; Future Holders Bound	49
	 	 	 
	Article 10 Holders’ Meetings.	49
	 	Section 10.1	Purposes of Meetings	49
	 	Section 10.2	Call of Meetings by Trustee	49
	 	Section 10.3	Call of Meetings by Company or Holders	50
	 	Section 10.4	Qualifications for Voting	50
	 	Section 10.5	Regulations	50
	 	Section 10.6	Voting	51
	 	Section 10.7	No Delay of Rights by Meeting	51
	 	 	 
	Article 11 Supplemental Indentures.	51
	 	Section 11.1	Supplemental Indentures without Consent of Holders	51
	 	Section 11.2	Supplemental Indentures with Consent of Holders	53
	 	Section 11.3	Effect of Supplemental Indentures	54
	 	Section 11.4	Notation on Debt Securities	54
	 	Section 11.5	Evidence of Compliance of Supplemental Indenture to be Furnished Trustee	54
	 	 	 
	Article 12 Consolidation, Merger, Sale and Conveyance.	54
	 	Section 12.1	Company May Consolidate, etc., on Certain Terms	54
	 	Section 12.2	Successor Entity to be Substituted	55
	 	Section 12.3	Opinion of Counsel to Be Given Trustee	55
	 	 	 
	Article 13 Satisfaction and Discharge of Indenture.	55
	 	Section 13.1	Satisfaction, Discharge and Defeasance of Debt Securities of any Series	55
	 	Section 13.2	Defeasance of Debt Securities of any Series	57
	 	Section 13.3	Application of Trust Funds; Indemnification	58
	 	Section 13.4	Return of Unclaimed Moneys	59
	 	Section 13.5	Reinstatement	59
	 	 	 
	Article 14 Immunity of Incorporators, Stockholders, Officers and Directors.	59
	 	Section 14.1	Indenture and Debt Securities Solely Obligations of the Company	59
	 	 	 
	Article 15 Miscellaneous Provisions.	60
	 	Section 15.1	Provisions Binding on Successors of the Company	60
	 	Section 15.2	Indenture for Sole Benefit of Parties and Holders of Debt Securities	60
	 	Section 15.3	Addresses for Notices, etc.	60
	 	Section 15.4	New York Contract	60
	 	Section 15.5	Evidence of Compliance with Conditions Precedent	61
	 	Section 15.6	Legal Holidays	61
	 	Section 15.7	Trust Indenture Act of 1939 to Control	61
	 	Section 15.8	Table of Contents, Headings, etc.	62
	 	Section 15.9	Determination of Principal Amount	62
	 	Section 15.10	Execution in Counterparts	62



 






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	Article 16 Subordination of Debt Securities.	62
	 	Section 16.1	Debt Securities Subordinated to Senior Indebtedness	62
	 	Section 16.2	Subrogation	64
	 	Section 16.3	Obligation of the Company Unconditional	64
	 	Section 16.4	Payments on Debt Securities Permitted	64
	 	Section 16.5	Effectuation of Subordination by Trustee	64
	 	Section 16.6	Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness; Knowledge of Trustee	65
	 	Section 16.7	Trustee May Hold Senior Indebtedness	65
	 	Section 16.8	Rights of Holders of Senior Indebtedness Not Impaired	65



 






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CROSS REFERENCE SHEET


 


Between


 


Provisions of Sections 310
through 318(a) inclusive of Trust Indenture Act of 1939 and the Indenture dated as of _______________, between The Marcus Corporation
and _____________________, a national banking association, as trustee.


 


	Section of Act	Section of Indenture
	310(a)(1) and (2)	8.09
	310(a)(3) and (4)	*
	310(b)	8.08 and 8.10
	310(c)	*
	311(a)	8.13
	311(b)	8.13
	311(c)	*
	312(a)	6.01 and 6.02(a)
	312(b)	6.02(b)
	312(c)	6.02(c)
	313(a)(1), (2), (3), (4), (6) and (7)	6.04(a)
	313(a)(5)	*
	313(b)(1)	*
	313(b)(2)	6.04
	313(c)	6.04
	313(d)	6.04
	314(a)(1)	6.03
	314(a)(2)	6.03
	314(a)(3)	6.03
	314(b)	*
	314(c)(1)	5.05
	314(c)(2)	15.05
	314(c)(3)	*
	314(d)	*
	314(e)	15.05
	314(f)	*
	315(a), (c) and (d)	8.01
	315(b)	7.08
	315(e)	7.09
	316(a)(1)	7.07
	316(a)(2)	*
	316(a) last para.	9.04
	316(b)	7.10
	317(a)	7.02
	317(b)	5.04
	318(a)	15.07


* Not Applicable.


 


This cross reference sheet shall not, for any
purpose, be considered part of the Indenture.


 






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THIS INDENTURE, dated
as of ______________, between The Marcus Corporation, a Wisconsin corporation (the “Company”), and ___________________, a
national banking association, as trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized
the execution and delivery of this Indenture to provide for the issue from time to time of its unsecured subordinated debentures, notes,
bonds or other evidences of indebtedness to be issued in one or more series as in this Indenture provided, up to such principal amount
or amounts as may from time to time be authorized in or pursuant to one or more resolutions of the Board of Directors.


 


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


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH: 


 


For and in consideration
of the premises and the purchase or acceptance of the Debt Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of the respective Holders from time to time of the Debt Securities or of any series thereof as follows:


 


Article
1

Definitions


 


Section 1.1           
Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified
in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939 or which are by reference
therein defined in the Securities Act of 1933, as amended, shall have (except as herein otherwise expressly provided or unless the context
otherwise requires) the meanings assigned to such terms in said Trust Indenture Act of 1939 and in said Securities Act as in force at
the date of the execution of this Indenture. All accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally
accepted accounting principles” with respect to any computation required or permitted hereunder or under any Board Resolution or
Officers’ Certificate establishing a series of Debt Securities, any indenture supplemental hereto or any Debt Security shall mean
such accounting principles as are generally accepted in the United States for domestic companies at the date of such computation as reasonably
determined by the Company (“GAAP”); provided, however, that, notwithstanding any other provision in this Indenture to the
contrary (except for the purpose of preparing financial statements in accordance with GAAP), the determination of whether a lease constitutes
a capital or finance lease, on the one hand, or an operating lease, on the other hand, and whether obligations arising under a lease
are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense, shall be determined
by reference to GAAP as in effect as of December 1, 2018 without giving effect to the phase-in of the effectiveness of any amendments
to GAAP that had been adopted as of December 1, 2018. All references to such terms herein shall be both to the singular or the plural,
as the context so requires. Unless the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or Section, as the case may be, of this Indenture. The words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.
The words “including,” “includes” and “include” shall be deemed to be followed by the words “without
limitation.”


 






    


     


    

 


Affiliate:


 


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


 


Authenticating Agent:


 


The term “Authenticating
Agent” means the agent of the Trustee, if any, which at the time shall be appointed and acting pursuant to Section 8.14.


 


Board of Directors:


 


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


 


Board Resolution:


 


The term “Board Resolution”
means a copy of a resolution certified by a Vice President, 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:


 


The term “Business
Day”, when used with respect to any Place of Payment or any other particular location, means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions or trust companies in that Place of Payment or other location are authorized
or obligated by law, regulation or executive order to close.


 


Commission:


 


The term “Commission”
means the U.S. Securities and Exchange Commission.


 






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Company:


 


“Company” means
the party named as the “Company” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The forgoing sentence shall likewise apply to any subsequent
such successor or successors.


 


Company Request and Company Order:


 


The terms “Company
Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Company by its
Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer
or a Vice President, and by its Treasurer, Secretary, Assistant Secretary or Assistant Treasurer, and delivered to the Trustee.


 


Conversion Date:


 


The term “Conversion
Date” has the meaning set forth in Section 3.11.


 


Corporate Trust Office:


 


The term “Corporate Trust
Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall principally be administered,
which office at the date hereof is located at _______________________, or such other address as the Trustee may designate from time to
time by notice to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor
Trustee may designate from time to time by notice to the Company).


 


Currency Determination Agent:


 


The term “Currency
Determination Agent” means the financial institution, if any, from time to time selected by the Company for purposes of Section
3.11.


 


Debt Security or Debt Securities:


 


The terms “Debt Security”
or “Debt Securities” means any unsecured notes, debentures or other indebtedness of any series, as the case may be, issued
by the Company from time to time, and authenticated and delivered under this Indenture.


 






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Debt Security Register:


 


The term “Debt Security
Register” has the meaning set forth in Section 3.06.


 


Debt Security Registrar:


 


The term “Debt Security
Registrar” has the meaning set forth in Section 3.06.


 


Depository:


 


The term “Depository”
means, unless otherwise specified by the Company pursuant to Section 3.01, with respect to Debt Securities of any series issuable or
issued as a Global Debt Security, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing
agency pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation.


 


Dollar:


 


The term “Dollar”
means the coin or currency of the United States of America which as of the time of payment is legal tender for the payment of public
and private debts.


 


Dollar Equivalent of the Foreign Currency:



 


The term “Dollar Equivalent
of the Foreign Currency” shall have the meaning set forth in Section 3.11.


 


Event of Default:


 


The term “Event of
Default” has the meaning specified in Section 7.01.


 


Foreign Currency:


 


The term “Foreign Currency”
means a currency issued by the government of any country other than the United States of America.


 


GAAP:


 


The term “GAAP”
shall have the meaning set forth in the introductory paragraph of this Section 1.1.


 


Global Debt Security:


 


The term “Global Debt
Security” means a Debt Security issued in global form pursuant to Section 2.04 hereof to evidence all or part of a series of Debt
Securities.


 


Government Obligations:


 


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


 






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Holder:


 


The term “Holder”
means any Person in whose name a Debt Security of any series is registered in the Debt Security Register applicable to Debt Securities
of such series.


 


Indenture:


 


The term “Indenture”
means this instrument as originally executed and delivered or, if amended or supplemented as herein provided pursuant to the applicable
provisions hereof, as so amended or supplemented.


 


Indexed Debt Security:


 


The term “Indexed Debt
Security” means a Debt Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be
more or less than the principal face amount thereof at original issuance.


 


Interest:


 


The term “interest”,
when used with respect to an Original Issue Discount Debt Security which by its terms bears interest only after maturity, means interest
payable after maturity.


 


Interest Payment Date:


 


The term “Interest
Payment Date”, when used with respect to any series of Debt Securities, means the Stated Maturity of an installment of interest
on such Debt Securities.


 


Market Exchange Rate:


 


The term “Market Exchange
Rate” shall have the meaning set forth in Section 3.11.


 


Officers’ Certificate:


 


The term “Officers’
Certificate”, when used with respect to the Company, means a certificate signed by its Chairman of the Board, Chief Executive Officer,
President, Chief Operating Officer, Chief Financial Officer, General Counsel or a Vice President and by its Treasurer, Secretary, Assistant
Secretary or Assistant Treasurer and delivered to the Trustee. Each such certificate shall include the statements provided for in Section
15.05 to the extent required by the provisions of such Section.


 






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Opinion of Counsel:


 


The term “Opinion of
Counsel” means an opinion in writing signed by legal counsel who may be an employee of or counsel to the Company and who shall
be reasonably acceptable to the Trustee. Each such opinion shall include the statements provided for in Sections 2.02, 3.04 and 15.05
to the extent required by the provisions of such Sections.


 


Original Issue Discount Debt Security:


 


The term “Original
Issue Discount Debt Security” means any Debt 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 pursuant to Section 7.01.


 


Outstanding:


 


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


 


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


 


(ii)       such
Debt Securities for whose payment or redemption money in the necessary amount and in the specified currency has been theretofore deposited
with the Trustee or any paying agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company
shall act as its own paying agent) for the Holders of such Debt Securities, provided, however, that if such Debt Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made;


 


(iii)      such
Debt Securities in exchange for or in lieu of which other such Debt Securities have been authenticated and delivered pursuant to this
Indenture, or such Debt Securities which have been paid, pursuant to this Indenture, unless proof satisfactory to the Trustee is presented
that any such Debt Securities are held by Persons in whose hands any of such Debt Securities are a legal, valid and binding obligation
of the Company; and


 


(iv)      such
Debt Securities the indebtedness in respect to which has been discharged in accordance with Section 13.01;


 






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provided, however, that in determining
whether the Holders of the requisite principal amount of such Outstanding Debt Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, such Debt Securities owned by the Company or any other obligor upon such Debt Securities
or any Affiliate of the Company or such other obligor (except in the case in which the Company or such other obligor or Affiliate owns
all Debt Securities Outstanding under the Indenture, or all Outstanding Debt Securities of each such series, as the case may be, without
regard to this proviso) shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only such Debt Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Such Debt Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Debt Securities and that the pledgee is not the Company or any other such obligor upon such Debt
Securities or any Affiliate of the Company or such other obligor. In case of a dispute as to such right, the decision of the Trustee
upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee
promptly an Officers’ Certificate listing and identifying all such Debt Securities, if any, known by the Company to be owned or
held by or for the account of any of the above described Persons; and, subject to the provisions of Section 8.01, the Trustee shall be
entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all such
Debt Securities not listed therein are Outstanding for the purpose of any such determination.


 


Person:


 


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


 


Place of Payment: 


 


The term “Place of
Payment”, when used with respect to the Debt Securities of any series, means the place or places where the principal of (and premium,
if any) and interest on the Debt Securities of that series are payable as specified in accordance with Section 3.01.


 


Predecessor Debt Security: 


 


The term “Predecessor
Debt Security” of any particular Debt Security means every previous Debt Security evidencing all or a portion of the same debt
as that evidenced by such particular Debt Security, and for the purposes of this definition, any Debt Security authenticated and delivered
under Section 3.07 in lieu of a mutilated, lost, destroyed or stolen Debt Security shall be deemed to evidence the same debt as the mutilated,
lost, destroyed or stolen Debt Security.


 


Redemption Date: 


 


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


 


Redemption Price: 


 


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


 






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Regular Record Date: 


 


The term “Regular Record
Date” for the interest payable on any Debt Security on any Interest Payment Date means the date specified in such Debt Security
as the “Regular Record Date” as contemplated by Section 3.01.


 


Responsible Officer: 


 


The term “Responsible
Officer”, when used with respect to the Trustee, means any vice president, assistant vice president, any assistant treasurer, any
trust officer or assistant trust officer or any other officer of the Trustee customarily performing functions similar to those performed
by any of the above designated officers or, with respect to a particular trust matter, to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration
of this Indenture.


 


Senior Indebtedness: 


 


The term “Senior Indebtedness”
means (i) the principal of and premium, if any, and unpaid interest on indebtedness for money borrowed, (ii) all indebtedness
evidenced by notes, debentures, bonds or other securities, (iii) purchase money and similar obligations, (iv) subject to Section
1.1, obligations under capital leases determined in accordance with GAAP as in effect as of December 1, 2018 (without giving effect to
the phase-in of the effectiveness of any amendments to GAAP that had been adopted as of December 1, 2018), (v) guarantees, assumptions
or purchase commitments relating to, or other transactions as a result of which the Company is responsible for the payment of, such indebtedness
of others, (vi) renewals, extensions and refunding of any such indebtedness, (vii) interest or obligations in respect of any
such indebtedness accruing after the commencement of any insolvency or bankruptcy proceedings; and (viii) obligations associated
with derivative products such as interest rate and currency exchange contracts, foreign exchange contracts, commodity contracts, and
similar arrangements, unless, in each case, the instrument by which the Company incurred, assumed or guaranteed the indebtedness or obligations
described in clauses (i) through (viii) hereof expressly provides that such indebtedness or obligation is not senior in right of payment
to the Debt Securities.


 


Special Record Date: 


 


The term “Special Record
Date” for the payment of any Defaulted Interest (as defined in Section 3.08) means a date fixed by the Trustee pursuant to Section
3.08.


 


Stated Maturity: 


 


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


 






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Subsidiary: 


 


The term “Subsidiary”
means any Person of which the Company, or the Company and one or more Subsidiaries, or any one or more Subsidiaries, directly or indirectly
own more than 50% of the Voting Stock.


 


Trustee: 


 


“Trustee” means
the party named as the “Trustee” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent
such successor or successors.


 


Trust Indenture Act of 1939: 


 


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


 


Valuation Date: 


 


The term “Valuation
Date” shall have the meaning set forth in Section 3.11.


 


Voting Stock: 


 


The term “Voting Stock”
means outstanding shares of capital stock or similar equity interests having under ordinary circumstances voting power for the election
of directors, managers or the substantial equivalent thereof whether at all times or only so long as no senior class of stock or similar
equity interest has such voting power by reason of the happening of any contingency.


 


Article
2

Debt Security Forms.


 


Section 2.1           
Forms Generally. The Debt Securities of each series and the certificates of authentication thereon shall have such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Indenture (the provisions of which shall
be appropriate to reflect the terms of each series of Debt Securities, including the currency or denomination, which may be Dollars or
Foreign Currency), 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 officer(s)
executing such Debt Securities, as evidenced by the signing of such Debt Securities by such officer(s). Any portion of the text of any
Debt Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Debt Security.


 






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The definitive Debt Securities
shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all
as determined by the officer(s) executing such Debt Securities, as evidenced by the signing of such Debt Securities by such officer(s).


 


Section 2.2           
Forms of Debt Securities. The Debt Securities of each series shall be in such form or forms (including global form) as
shall be established by or pursuant to a Board Resolution.


 


Prior to the delivery of
a Debt Security of any series in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following:


 


(a)            
The Board Resolution by or pursuant to which such form of Debt Security has been approved;


 


(b)           
An Officers’ Certificate dated the date such Officers’ Certificate is delivered to the Trustee stating that all conditions
precedent provided for in this Indenture relating to the authentication and delivery of Debt Securities in such form have been complied
with; and


 


(c)           
An Opinion of Counsel, which need not comply with the requirements of Section 15.05, stating that Debt Securities in such
form, together with any coupons appertaining thereto, when (i) completed by appropriate insertions and executed and delivered by the
Company to the Trustee for authentication in accordance with this Indenture, (ii) authenticated and delivered by such Trustee in accordance
with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors,
and (iii) sold in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject
to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors’ rights, to general equitable
principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt
Securities.




 


The definitive Debt Securities
and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in
any other manner, all as determined by the officer(s) executing such Debt Securities or coupons, as evidenced by the execution thereof
by such officer(s).


 


Section 2.3           
Form of Trustee’s Certificate of Authentication. The following is the form of the Certificate of Authentication of
the Trustee to be endorsed on the face of all Debt Securities substantially as follows:


 






    10


     


    

 


This is one of the Debt Securities
of the series designated herein issued under the within-mentioned Indenture.


 


_________________________________________,


as Trustee


 


Dated:


 


		By		 
	 	 	Authorized Signatory	 



 





Section 2.4           
Debt Securities in Global Form. (a) If the Company shall establish pursuant to Section 3.01 that the Debt Securities
of a particular series are to be issued in whole or in part in the form of one or more Global Debt Securities, then the Company shall
execute and the Trustee or its agent shall, in accordance with Section 3.04 and the Company Order delivered to the Trustee or its agent
thereunder, authenticate and deliver such Global Debt Security or Global Debt Securities, which (i) shall represent, and shall be denominated
in an amount equal to the aggregate principal amount of, the Outstanding Debt Securities of such series to be represented by such Global
Debt Security or Global Debt 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 Debt Security or Global Debt 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 the Company 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.”


 


(b)       Notwithstanding
any other provision of this Section 2.04 or of Section 3.06, and subject to the provisions of paragraph (c) below, unless the terms of
a Global Debt Security expressly permit such Global Debt Security to be exchanged in whole or in part for individual certificates representing
Debt Securities, a Global Debt Security may be transferred, in whole but not in part and in the manner provided in Section 3.06, only
to a nominee of the Depository for such Global Debt Security, or to the Depository, or a successor Depository for such Global Debt Security
selected or approved by the Company, or to a nominee of such successor Depository.


 


(c)(1)   If at any time
the Depository for a Global Debt Security notifies the Company that it is unwilling or unable to continue as Depository for such Global
Debt Security or if at any time the Depository for the Global Debt 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 Debt Security. If a successor Depository for such Global Debt Security is not appointed
by the Company within 90 days after the Company receives 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 certificates representing Debt Securities
of such series in exchange for such Global Debt Security, will authenticate and deliver, certificates representing Debt Securities of
such series of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Debt Security in exchange
for such Global Debt Security.


 






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(2)       The
Company may at any time and in its sole discretion determine that the Debt Securities of any series or portion thereof issued or issuable
in the form of one or more Global Debt Securities shall no longer be represented by such Global Debt Security or Global Debt Securities.
In such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of certificates
representing Debt Securities of such series in exchange in whole or in part for such Global Debt Security, will authenticate and deliver
certificates representing Debt 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 Debt Security or Global Debt Securities representing such series or portion thereof in exchange
for such Global Debt Security or Global Debt Securities.


 


(3)       If
specified by the Company pursuant to Section 3.01 with respect to Debt Securities issued or issuable in the form of a Global Debt Security,
the Depository for such Global Debt Security may surrender such Global Debt Security in exchange in whole or in part for certificates
representing Debt 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 a service
charge, (A) to each Holder specified by the Debt Security Registrar or the Depository a certificate or certificates representing Debt
Securities of the same series of like tenor and terms and of any authorized denomination as requested by such person in an aggregate
principal amount equal to and in exchange for such Holder’s beneficial interest as specified by the Debt Security Registrar or
the Depository in the Global Debt Security; and (B) to such Depository a new Global Debt 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 Debt Security and the aggregate
principal amount of certificates representing Debt Securities delivered to Holders thereof.


 


(4)       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 certificates representing Debt Securities in definitive registered form in authorized denominations for Debt Securities of
the same series or any integral multiple thereof. Upon the exchange of the entire principal amount of a Global Debt Security for certificates
representing Debt Securities, such Global Debt Security shall be cancelled by the Trustee or its agent. Except as provided in the preceding
paragraph, certificates representing Debt Securities issued in exchange for a Global Debt Security pursuant to this Section shall be
registered in such names and in such authorized denominations for Debt Securities of that series or any integral multiple thereof, as
the Debt Security Registrar or Depository shall instruct the Trustee or its agent. The Trustee or the Debt Security Registrar shall deliver
at its Corporate Trust Office such certificates representing Debt Securities to the Holders in whose names such Debt Securities are so
registered.


 






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Article
3

The Debt Securities.


 


Section 3.1           
Title and Terms. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this
Indenture is unlimited. The Debt Securities may be issued up to the aggregate principal amount of Debt Securities from time to time authorized
by or pursuant to a Board Resolution.


 


The Debt Securities may be
issued in one or more series. All Debt Securities of each series issued under this Indenture shall in all respects be equally and ratably
entitled to the benefits hereof with respect to such series without preference, priority or distinction on account of the actual time
or times of the authentication and delivery or maturity of the Debt Securities of such series. There shall be established in or pursuant
to a Board Resolution, and set forth in an Officers’ Certificate to the extent not established in a Board Resolution, or established
in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any series:


 


(a)           
the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other series
of Debt Securities);


 


(b)           
any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under
this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Debt Securities of that series pursuant to this Article Three, the second paragraph of Section 4.03, or Section 11.04);


 


(c)           
the date or dates (or the manner of calculation thereof) on which the principal of the Debt Securities of the series is payable;


 


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


 


(e)           
the Place of Payment;


 


(f)           
the period or periods within which, the price or prices at which, the currency or currency units in which, and the terms and conditions
upon which Debt Securities of the series may be redeemed, in whole or in part, at the option of the Company;


 


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


 






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


 


(i)            
if other than Dollars, the currencies in which payments of interest or principal of (and premium, if any, with respect to) the
Debt Securities of the series are to be made;


 


(j)            
if the interest on or principal of (or premium, if any, with respect to) the Debt Securities of the series are to be payable,
at the election of the Company or a Holder thereof or otherwise, in a currency other than that in which such Debt Securities are payable,
the period or periods within which, and the other terms and conditions upon which, such election may be made, and the time and manner
of determining the exchange rate between the currency in such Debt Securities are denominated or stated to be payable and the currency
in which such Debt Securities or any of them are to be so payable;


 


(k)            
whether the amount of payments of interest on or principal of (or premium, if any, with respect to) the Debt Securities of such
series may be determined with reference to an index, formula or other method (which index, formula or method or method may be based,
without limitation, on one or more currencies, commodities, equity indices or other indices), and, if so, the terms and conditions upon
which and the manner in which such amounts shall be determined and paid or payable;


 


(l)            
the extent to which any Debt Securities will be issuable in permanent global form, the manner in which any payments on a permanent
global Debt Security will be made, and the appointment of any Depository relating thereto;


 


(m)          
any deletions from, modifications of or additions to the Events of Default or covenants with respect to the Debt Securities of
such series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;


 


(n)           
if any of the Debt Securities of such series are to be issuable upon the exercise of warrants, this shall be so established as
well as the time, manner and place for such Debt Securities to be authenticated and delivered;


 


(o)           
if applicable, the terms of any right to convert the Debt Securities of such series into, or exchange such Debt Securities for,
shares of common stock of the Company or other securities or property or cash in lieu of such common stock or other securities or property,
or any combination thereof, and any corresponding changes to the provisions of this Indenture as then in effect with respect to such
series; and


 


(p)           
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).


 






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All Debt Securities of any
one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto.


 


Section 3.2           
Denominations. The Debt Securities of each series shall be issuable in registered form without coupons in such denominations
as shall be specified as contemplated in Section 3.01. In the absence of any specification with respect to the Debt Securities of any
series, the Debt Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof, which may
be in Dollars or any Foreign Currency.


 


Section 3.3           
Payment of Principal and Interest. The principal of, premium, if any, and interest on the Debt Securities shall be payable
at the office or agency of the Company designated for that purpose in the Place of Payment, as provided in Section 5.02; provided, however,
that interest may be payable at the option of the Company by check mailed to the address of the Person entitled thereto as such address
shall appear on the Debt Security Register on the Regular Record Date for such interest payment.


 


Section 3.4           
Execution of Debt Securities. The Debt Securities shall be executed manually, electronically or by facsimile in the name
and on behalf of the Company by its Chairman of the Board of Directors, its President, one of its Vice Presidents, its Treasurer, its
Secretary or one of its Assistant Secretaries. Only such Debt Securities as shall bear thereon a certificate of authentication substantially
in the form hereinbefore recited, executed manually, electronically or by facsimile by the Trustee, shall be entitled to the benefits
of this Indenture or be valid or become obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by
the Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture.


 


In case any officer of the
Company who shall have executed any of the Debt Securities shall cease to be such officer before the Debt Securities so executed shall
have been authenticated and delivered by the Trustee, or disposed of by the Company, such Debt Securities nevertheless shall be valid
and binding and may be authenticated and delivered or disposed of as though the Person who executed such Debt Securities had not ceased
to be such officer of the Company; and any Debt Securities may be executed on behalf of the Company by such Persons as, at the actual
date of the execution of such Debt Security, shall be the proper officers of the Company, although at the date of such Debt Security
or of the execution of this Indenture any such Person was not such an officer.


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series, properly created in
accordance with Section 3.01 and executed by the Company, to the Trustee for authentication; and the Trustee shall authenticate and deliver
such Debt Securities upon receipt of a Company Order. In the event that any other Person performs the Trustee’s duties as Authenticating
Agent pursuant to a duly executed agreement, the Company shall notify the Trustee in writing of the issuance of any Debt Securities hereunder,
such notice to be delivered in accordance with the provisions of Section 15.03 on the date such Debt Securities are delivered by the
Company for authentication to such other Person.


 






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Prior to any such authentication
and delivery, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition to the Opinion of Counsel
to be furnished to the Trustee pursuant to Sections 2.02 and 15.05 and the Officers’ Certificate relating to the issuance of any
series of Debt Securities pursuant to Sections 15.05 and 3.01, Opinions of Counsel stating that:


 


(a)            
all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder
for the Trustee to authenticate and deliver such Debt Securities;


 


(b)            
all laws and requirements with respect to the form and execution by the Company of the supplemental indenture, if any, have been
complied with, the execution and delivery of the supplemental indenture, if any, will not violate the terms of this Indenture, the supplemental
indenture has been duly qualified under the Trust Indenture Act of 1939, the Company has corporate or company power to execute and deliver
any such supplemental indenture and has taken all necessary corporate or company action for those purposes and any such supplemental
indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in accordance
with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors’ rights generally from time to time in effect);


 


(c)            
the form and terms of such Debt Securities have been established in conformity with the provisions of this Indenture; and


 


(d)            
all laws and requirements with respect to the execution and delivery by the Company of such Debt Securities have been complied
with, the authentication and delivery of the Debt Securities by the Trustee will not violate the terms of this Indenture, the Company
has the corporate or company power to issue such Debt Securities and such Debt Securities, assuming due authentication and delivery by
the Trustee, constitute legal, valid and binding obligations of the Company in accordance with their terms (subject, as to enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally
from time to time in effect) and are entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Debt
Securities, if any, of such series.


 


The Trustee shall not be
required to authenticate such Debt Securities if the issue thereof will adversely affect the Trustee’s own rights, duties or immunities
under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or such action
would expose the Trustee to personal liability to existing Holders.


 


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


 


No Debt Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Debt Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual, facsimile or electronic
signature, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has
been duly authenticated and delivered hereunder.


 






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Section 3.5           
Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, the Company may execute,
and upon receipt of the documents required by Sections 2.02, 3.01 and 3.04, together with a Company Order, the Trustee shall authenticate
and deliver, such temporary Debt Securities which may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denominations, substantially of the tenor of such definitive Debt Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the officer(s) executing such temporary Debt Securities may
determine, as evidenced by the execution of such temporary Debt Securities by such officer(s).


 


If temporary Debt Securities
of any series are issued, the Company will cause definitive Debt Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Debt Securities of any series, the temporary Debt Securities of such series shall be exchangeable
for definitive Debt Securities of such series, upon surrender of the temporary Debt Securities of such series at any office or agency
maintained by the Company for such purposes as provided in Section 5.02, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Debt Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefore a like principal amount of definitive Debt Securities of such series having the same interest rate and Stated Maturity
and bearing interest from the same date of any authorized denominations. Until so exchanged the temporary Debt Securities of such series
shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series.


 


Section 3.6           
Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for a like aggregate principal
amount of Debt Securities of such series that are of other authorized denominations. Debt Securities to be exchanged shall be surrendered
at any office or agency to be maintained for such purpose by the Company, as provided in Section 5.02, and the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefore the Debt Security or Debt Securities of authorized denominations
which the Debt Security Holder making the exchange shall be entitled to receive. Each agent of the Company appointed pursuant to Section
5.02 as a person authorized to register and register transfer of Debt Securities is sometimes herein referred to as a “Debt Security
Registrar.”


 


The Company shall keep, at
each such office or agency of the Company maintained for such purpose, as provided in Section 5.02, a register for each series of Debt
Securities hereunder (the registers of all Debt Security Registrars being herein sometimes collectively referred to as the “Debt
Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Debt Securities and shall register the transfer of Debt Securities as provided in this Article Three. At all reasonable times, such
Debt Security Register shall be open for inspection by the Trustee and any Debt Security Registrar other than the Trustee. Upon due presentment
for registration of transfer of any Debt Security at any such office or agency, the Company shall execute and register and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of authorized denominations
for an equal aggregate principal amount. Registration or registration of transfer of any Debt Security by any Debt Security Registrar
in the registry books maintained by such Debt Security Registrar, and delivery of such Debt Security, duly authenticated, shall be deemed
to complete the registration or registration of transfer of such Debt Security.


 






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The Company will at all times
designate one Person (who may be the Company and who need not be a Debt Security Registrar) to act as repository of a master list of
names and addresses of Holders of the Debt Securities. The Trustee shall act as such repository unless and until some other Person is,
by written notice from the Company to the Trustee and each Debt Security Registrar, designated by the Company to act as such. The Company
shall cause each Debt Security Registrar to furnish to such repository, on a current basis, such information as such repository may reasonably
request as to registrations, transfers, exchanges and other transactions effected by such registrar, as may be necessary or advisable
to enable such repository to maintain such master list on as current a basis as is reasonably practicable.


 


No Person shall at any time
be appointed as or act as a Debt Security Registrar unless such Person is at such time empowered under applicable law to act as such
and duly registered to act as such under and to the extent required by applicable law and regulations.


 


All Debt Securities presented
to a Debt Security Registrar for registration of transfer shall be duly endorsed by, or be accompanied by a written instrument or instruments
of transfer in form satisfactory to the Company and such Debt Security Registrar duly executed by the registered Holder or such Holder’s
attorney duly authorized in writing.


 


No service charge shall be
made for any exchange or registration of transfer of Debt Securities, but the Company or the Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection therewith.


 


The Company shall not be
required to issue, exchange or register a transfer of (a) any Debt Securities of any series for a period of 15 days next preceding the
date of a notice of redemption of Debt Securities of such series and ending at the close of business on the date of a notice of redemption
of Debt Securities of such series so selected for redemption, or (b) any Debt Securities selected, called or being called for redemption
except, in the case of any Debt Security to be redeemed in part, the portion thereof not so to be redeemed.


 


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


 


None of the Trustee, any
agent of the Trustee, any paying agent or the Company 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 Debt Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.


 


Section 3.7           
Mutilated, Destroyed, Lost or Stolen Debt Securities. In case any temporary or definitive Debt Security shall become mutilated
or be destroyed, lost or stolen, the Company in its discretion may execute, and upon its request the Trustee shall authenticate and deliver,
a new Debt Security, bearing a number, letter or other distinguishing mark not contemporaneously Outstanding, in exchange and substitution
for the mutilated Debt Security, or in lieu of and in substitution for the Debt Security so destroyed, lost or stolen. In every case
the applicant for a substituted Debt Security shall furnish to the Company and to the Trustee such security or indemnity as may be required
by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company
and to the Trustee evidence to their satisfaction of the destruction, loss or theft, of such Debt Security and of the ownership thereof.


 






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In the absence of notice
to the Trustee or the Company that such Debt Security has been acquired by a bona fide purchaser, the Trustee shall authenticate any
such substituted Debt Security and deliver the same upon any Company Request. Upon the issuance of any substituted Debt Security, 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 connected therewith. In case any Debt Security which has matured or is about to mature shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Debt Security, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated Debt Security) if the applicant for such payment shall furnish to the
Company and to the Trustee such security or indemnity as may be required by them to save each of them harmless and, in case of destruction,
loss or theft, evidence satisfactory to the Company and to the Trustee of the destruction, loss or theft of such Debt Security and of
the ownership thereof.


 


Every substituted Debt Security
issued pursuant to the provisions of this Section 3.07 by virtue of the fact that any Debt Security is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security shall be found
at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities
duly issued hereunder. All Debt Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities and shall preclude (to the extent
permitted by law) any and all other rights or remedies with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.


 


Section 3.8           
Payment of Interest; Interest Rights Preserved. Interest which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date, on any Debt Security, shall unless otherwise provided in such Debt Security be paid to the Person in whose
name the Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date
for such interest.


 


Unless otherwise stated in
the form of Debt Security of a series, interest on the Debt Securities of any series shall be computed on the basis of a 360 day year
comprised of twelve 30 day months.


 


Any interest on any Debt
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 having
been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (a) or
(b) below:


 






    19


     


    

 


(a)          
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names any such Debt Securities (or their
respective Predecessor Debt 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 Debt 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 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefore to be given to each Holder of such Debt Securities
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 therefore having been given as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Debt Securities
(or their respective Predecessor Debt Securities) are registered on such Special Record Date and shall no longer be payable pursuant
to the following Clause (b).


 


(b)          
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 the Debt Securities of that series 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 payment shall be deemed practicable
by the Trustee.


 


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


 


Section 3.9           
Persons Deemed Owners. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name any Debt Security is registered as the owner of such Debt Security for the purpose of receiving payment of principal of, premium,
if any, and (subject to Section 3.08) interest on, such Debt Security and for all other purposes whatsoever whether or not such Debt
Security be overdue, and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be affected by notice to
the contrary.


 


Section 3.10       
Cancellation of Debt Securities Paid, etc. All Debt Securities surrendered for the purpose of payment, redemption, exchange
or registration of transfer or delivered in satisfaction in whole or in part of any sinking fund obligation shall, if surrendered to
the Company or any agent of the Trustee or the Company under this Indenture, be delivered to the Trustee and promptly cancelled by it,
or, if surrendered to the Trustee, shall be promptly cancelled by it, and no Debt Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of cancelled Debt Securities in accordance
with its customary procedures unless directed by a Company Order.


 






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Section 3.11         
Currency and Manner of Payments. (a) With respect to Debt Securities denominated in Dollars or a Foreign Currency, the
following payment provisions shall apply:


 


(1)              
Except as provided in subparagraph (a)(2) or in paragraph (c) of this Section 3.11, payment of principal of and premium,
if any, on any Debt Securities will be made at the offices established pursuant to Section 5.02 by delivery of a check in the currency
in which the Debt Security is denominated on the payment date against surrender of such Debt Security, and any interest on any Debt Security
will be paid at such office by mailing a check in the currency in which the Debt Securities were issued to the Person entitled thereto
at the address of such Person appearing on the Debt Security Register.


 


(2)              
Payment of the principal of and premium, if any, and interest on such Debt Security may also, subject to applicable laws and regulations,
be made at such other place or places as may be designated by the Company by any appropriate method.


 


(b)          
Not later than the fourth Business Day after the Regular Record Date for such Interest Payment Date, the paying agent will deliver
to the Company a written notice specifying, in the currency in which each series of the Debt Securities are denominated, the respective
aggregate amounts of principal of and premium, if any, and interest on the Debt Securities to be made on such payment date, specifying
the amounts so payable in respect of the Debt Securities. The failure of the paying agent to deliver such notice shall not relieve the
Company from its obligation to make all payments with respect to any Debt Security when due.


 


(c)         
If the Foreign Currency in which any of the Debt Securities are denominated ceases to be used both by the government of the country
which issued such currency and for the settlement of transactions by public institutions of or within the international banking community,
then with respect to each date for the payment of Foreign Currency occurring after the last date on which the Foreign Currency was so
used (the “Conversion Date”), the Dollar shall be the currency of payment for use on each such Interest Payment Date. The
Dollar amount to be paid by the Company to the Trustee and by the Trustee or any paying agent to the Holder of such Debt Securities with
respect to such payment date shall be the Dollar Equivalent of the Foreign Currency as determined by the Currency Determination Agent
as of the second Business Day preceding the applicable payment date (the “Valuation Date”) in the manner provided in paragraph
(d).


 


(d)         
The “Dollar Equivalent of the Foreign Currency” shall be determined by the Currency Determination Agent as of each
Valuation Date and shall be obtained by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Valuation
Date.


 






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(e)         
The “Market Exchange Rate” shall mean, for any currency, the highest firm bid quotation for U.S. dollars received
by the Currency Determination Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable
payment date (or, if no such rate is quoted on such date, the last date on which such rate was quoted), from three recognized foreign
exchange dealers in the City of New York selected by the Currency Determination Agent and approved by the Company (one of which may be
the Currency Determination) for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount of such
currency payable on such payment in respect of all Notes denominated in such currency.


 


(f)           
All decisions and determinations of the Currency Determination Agent regarding the Dollar Equivalent of the Foreign Currency and
the Market Exchange Rate shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes
and irrevocably binding upon the Company and all Holders of the Debt Securities. In the event that the Foreign Currency ceases to be
used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of
or within the international banking community, the Company, after learning thereof, will promptly give notice thereof to the Trustee
(and the Trustee will promptly thereafter give notice in the manner provided in Section 15.03 to the Holders) specifying the Conversion
Date.


 


(g)         
The Trustee shall be fully justified and protected in relying on and acting upon the information so received by it from the Company
or the Currency Determination Agent and shall not otherwise have any duty or obligation to determine such information independently.


 


(h)         
If the principal of (and premium, if any) and interest on any Debt Securities is payable in a Foreign Currency and such Foreign
Currency is not available for payment due to the imposition of exchange controls or other circumstances beyond the control of the Company,
then the Company shall be entitled to satisfy its obligations to Holders under this Indenture by making such payment in Dollars on the
basis of the Market Exchange Rate for such Foreign Currency on the latest date for which such rate was established on or before the date
on which payment is due. Any payment made pursuant to this Section 3.11 in Dollars where the required payment is in a Foreign Currency
shall not constitute a default or Event of Default under this Indenture.


 


Section 3.12        
CUSIP Numbers. The Company in issuing the Debt 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 Debt 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
Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee in writing of any change in the “CUSIP” numbers.


 






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Article
4

Redemption of Debt Securities; Sinking Funds.


 


Section 4.1           
Applicability of Article. The Company may reserve the right to redeem and pay before Stated Maturity all or any part of
the Debt Securities of any series, either by optional redemption, sinking fund (mandatory or optional) or otherwise, by provision therefor
in the form of Debt Security for such series on such terms as are specified in such form or the Board Resolution or Officers’ Certificate
delivered pursuant to Section 3.01 or the indenture supplemental hereto as provided in Section 3.01 with respect to Debt Securities of
such series. Redemption of Debt Securities of any series shall be made in accordance with the terms of such Debt Securities and, to the
extent that this Article does not conflict with such terms, in accordance with this Article.


 


Section 4.2           
Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all,
or, as the case may be, any part of a series of Debt Securities pursuant to Section 4.01, the Company shall fix a date for redemption
and the Company, or, at the Company’s request, the Trustee in the name of and at the expense of the Company, shall give notice
of such redemption at least 30 and not more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities
so to be redeemed as a whole or in part, except that redemption notices may be received more than 60 days prior to the redemption
date if the notice is issued in connection with the defeasance or discharge of the applicable Debt Securities and/or this Indenture.
The notice if given in accordance with Section 15.03 shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. In any case, failure to so give such notice or any defect in the notice to the Holder of any Debt Security
designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt
Security.


 


Notice of redemption shall
be given in the name of the Company and shall specify the date fixed for redemption, the Redemption Price at which Debt Securities of
any series are to be redeemed, the place of payment (which shall be at the offices or agencies to be maintained by the Company pursuant
to Section 5.02), that payment of the Redemption Price will be made upon presentation and surrender of such Debt Securities, that interest
accrued to the date fixed for redemption will be paid as specified in said notice that on and after said date interest thereon or on
the portions thereof to be redeemed will cease to accrue, and the Section of this Indenture pursuant to which Debt Securities will be
redeemed. In case less than all Debt Securities of any series are to be redeemed, the notice of redemption shall also identify the particular
Debt Securities to be redeemed as a whole or in part and shall state that the redemption is for the sinking fund, if such is the case.
In case any Debt Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security
or Debt Securities of such series in aggregate principal amount equal to the unredeemed portion thereof will be issued without charge
to the Holder.


 


If less than all the Debt
Securities of any series are to be redeemed, the Company shall give the Trustee notice, at least 45 days (or such shorter period acceptable
to the Trustee) in advance of the date fixed for redemption, as to the aggregate principal amount of Debt Securities to be redeemed.
Debt Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Debt Securities of such series
or any multiple thereof. Thereupon the Debt Securities or portions thereof to be redeemed shall be selected in accordance with the procedures
of the Depository. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption
of Debt Securities of any series shall relate, in the case of any Debt Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Debt Security which has been or is to be redeemed.


 






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On or prior to the date fixed
for redemption specified in the notice of redemption given as provided in this Section 4.02, the Company will deposit with the Trustee
or with the paying agent an amount of money in the currency in which the Debt Securities of such series are payable sufficient to redeem
on the date fixed for redemption all the Debt Securities so called for redemption at the appropriate Redemption Price, together with
accrued interest to the date fixed for redemption.


 


The Trustee shall not give
any notice of redemption of any series of Debt Securities during the continuation of any default in payment of interest on any series
of Debt Securities when due or of any Event of Default, except that where notice of redemption with respect to any series of Debt Securities
shall have been given prior to the occurrence of such default or Event of Default, the Trustee shall redeem such Debt Securities provided
funds are deposited with it for such purpose.


 


Notwithstanding any provision
hereof to the contrary, notice of any redemption to the Holders of Debt Securities may, in the Company’s discretion, be subject
to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption
shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the date of redemption may
be delayed until such time as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice
may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the date of redemption, or by
the date of redemption as so delayed.


 


Section 4.3           
Payment of Debt Securities Called for Redemption. If notice of redemption has been given as herein provided, the Debt Securities
or portions of Debt Securities with respect to which such notice has been given shall become due and payable on the date and at the place
stated in such notice at the applicable Redemption Price, together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Company shall default in the payment of such Debt Securities or portions thereof at the Redemption Price,
together with interest accrued to said date) interest on the Debt Securities or portions of Debt Securities so called for redemption
shall cease to accrue, and such Debt Securities and portions of Debt Securities shall be deemed not to be Outstanding hereunder and shall
not be entitled to any benefit under this Indenture except to receive payment of the Redemption Price, together with accrued interest
to the date fixed for redemption. On presentation and surrender of such Debt Securities at the place of payment in said notice specified,
the said Debt Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable Redemption Price,
together with interest accrued thereon to the date fixed for redemption; provided, however, that any installments of interest becoming
due on the date fixed for redemption shall be payable to the Holders of such Debt Securities, or one or more previous Debt Securities
evidencing all or a portion of the same debt as that evidenced by such particular Debt Securities, registered as such on the relevant
record dates according to their terms and the provisions of Section 3.08.


 






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Upon presentation and surrender
of any Debt Security redeemed in part only, with, if the Company or the Trustee so required, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney
duly authorized in writing, the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense
of the Company, a new Debt Security or Debt Securities of the same series having the same interest rate and Stated Maturity and bearing
interest from the same date, of any authorized denominations as requested by such Holder, in aggregate principal amount equal to the
unredeemed portion of the Debt Security so presented and surrendered.


 


Section 4.4           
Exclusion of Certain Debt Securities from Eligibility for Selection for Redemption. Debt 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 45 days prior to the last date on which notice of redemption
may be given 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 directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company.


 


Section 4.5           
Provisions with Respect to any Sinking Funds. Unless the form or terms of any series of Debt Securities shall provide otherwise,
in lieu of making all or any part of any mandatory sinking fund payment with respect to such series of Debt Securities in cash, the Company
may at its option (a) deliver to the Trustee for cancellation any Debt Securities of such series theretofore acquired by the Company,
or (b) receive credit for any Debt Securities of such series (not previously so credited) acquired by the Company and theretofore delivered
to the Trustee for cancellation. Debt Securities so delivered or credited shall be credited at the applicable sinking fund Redemption
Price with respect to the Debt Securities of such series.


 


On or before the 45th day
next preceding each sinking fund Redemption Date, the Company will deliver to the Trustee a certificate signed by the Chief Financial
Officer, any Vice President, the Treasurer or any Assistant Treasurer of the Company specifying (i) the portion of the mandatory sinking
fund payment to be satisfied by deposit of cash in the currency in which the Debt Securities of such series are payable, by delivery
of Debt Securities theretofore purchased or otherwise acquired by the Company (which Debt Securities shall accompany such certificate)
and by credit for Debt Securities acquired by the Company and theretofore delivered to the Trustee for cancellation redeemed by the Company
and stating that the credit to be applied has not theretofore been so applied and (ii) whether the Company intends to exercise its right,
if any, to make an optional sinking fund payment, and, if so, the amount thereof. Such certificate shall also state that no Event of
Default has occurred and is continuing. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to
make the payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In case of the
failure of the Company on or before the 45th day next preceding each sinking fund Redemption Date to deliver such certificate (or to
deliver the Debt Securities specified in this paragraph), the sinking fund payment due on the next succeeding sinking fund payment date
shall be paid entirely in cash (in the currency described above) and shall be sufficient to redeem the principal amount of Debt Securities
as a mandatory sinking fund payment, without the option to deliver or credit Debt Securities as provided in the first paragraph of this
Section 4.05 and without the right to make an optional sinking fund payment as provided herein.


 






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If the sinking fund payment
or payments (mandatory or optional) with respect to any series of Debt Securities made in cash (in the currency described above) shall
exceed the minimum authorized denomination set forth in an Officers’ Certificate pursuant to Section 3.01 or the equivalent in
the currency in which the Debt Securities of such series are payable (or a lesser sum if the Company shall so request), unless otherwise
provided by the terms of such series of Debt Securities, said cash shall be applied by the Trustee on the sinking fund Redemption Date
with respect to Debt Securities of such series at the applicable sinking fund Redemption Price with respect to Debt Securities of such
series, together with accrued interest, if any, to the date fixed for redemption, with the effect provided in Section 4.03. The Trustee
shall select, in the manner provided in Section 4.02, for redemption on such sinking fund Redemption Date a sufficient principal amount
of Debt Securities of such series to utilize said cash and shall thereupon cause notice of redemption of the Debt Securities of such
series for the sinking fund to be given in the manner provided in Section 4.02 (and with the effect provided in Section 4.03) for the
redemption of Debt Securities in part at the option of the Company. Debt Securities of any series which are identified by registration
and certificate number in an Officers’ Certificate at least 45 days prior to the sinking fund Redemption Date as being beneficially
owned by, and not pledged or hypothecated by, the Company or an entity directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company shall be excluded from Debt Securities of such series eligible for selection for redemption.
Any sinking fund moneys not so applied or allocated by the Trustee to the redemption of Debt Securities of such series shall be added
to the next cash sinking fund payment with respect to Debt Securities of such series received by the Trustee and, together with such
payment, shall be applied in accordance with the provisions of this Section 4.05. Any and all sinking fund moneys with respect to Debt
Securities of any series held by the Trustee at the maturity of Debt Securities of such series, and not held for the payment or redemption
of particular Debt 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 Debt Securities of such series at maturity.


 


The Trustee shall not convert
any currency in which the Debt Securities of such series are payable for the purposes of such sinking fund application unless a Company
Request is made, and any such conversion agreed to by the Trustee in response to such request shall be for the account and at the expense
of the Company and shall not affect the Company’s obligation to pay the Holders in the currency to which such Holders are entitled.


 


On or before each sinking
fund Redemption Date provided with respect to Debt Securities of any series, the Company shall pay to the Trustee in cash in the currency
described above a sum equal to all accrued interest, if any, to the date fixed for redemption on Debt Securities to be redeemed on such
sinking fund Redemption Date pursuant to this Section 4.05.


 






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Article
5

Particular Covenants of the Company.


 


Section 5.1           
Payment of Principal, Premium and Interest. The Company will duly and punctually pay or cause to be paid (in the currency
in which the Debt Securities of such series are payable) the principal of and premium, if any, and interest on each of the Debt Securities
at the place (subject to Section 3.03), at the respective times and in the manner provided in each series of Debt Securities and in this
Indenture.


 


Section 5.2           
Offices for Notices and Payments, etc.


 


(a)          
So long as the Debt Securities of any series remain Outstanding, the Company will maintain at the Place of Payment, an office
or agency where the Debt Securities may be presented for payment, an office or agency where the Debt Securities may be presented for
registration of transfer and for exchange as provided in this Indenture, and an office or agency where notices and demands to or upon
the Company in respect of the Debt Securities or of this Indenture may be served and shall give the Trustee written notice thereof and
any changes in the location thereof. In case the Company shall at any time fail to maintain any such office or agency, or shall fail
to give notice to the Trustee of any change in the location thereof, presentation and demand may be made and notice may be served in
respect of the Debt Securities or of this Indenture at said office of the Trustee.


 


(b)         
In addition to the office or agency maintained by the Company pursuant to Section 5.02(a), the Company may from time to time designate
one or more other offices or agencies where the Debt Securities may be presented for payment and presented for registration of transfer
and for exchange in the manner provided in this Indenture, and the Company may from time to time rescind such designations, as the Company
may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain such office and agency at the Place of Payment, for the purposes abovementioned. The Company
will give to the Trustee prompt written notice of (i) any such designation or rescission thereof, and (ii) the location of any such office
or agency outside the Place of Payment and of any change of location thereof.


 


Section 5.3          
Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section 8.10, a Trustee, so that there shall at all times be a Trustee
hereunder.


 


Section 5.4           
Provisions as to Paying Agent. (a)(1) Whenever the Company shall have one or more paying agents for any series of Debt
Securities other than the Trustee, it will, on or before each due date of the principal of (and premium, if any) or interest on any Debt
Securities of such series, deposit with a paying agent a sum sufficient to pay such amount becoming due, such sum to be held as provided
by the Trust Indenture Act of 1939, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.


 


(2)       The
Company will cause each paying agent other than the Trustee to execute and deliver to the Trustee an instrument in which such paying
agent shall agree with the Trustee, subject to the provisions of this Section, that such paying agent will: (i) comply with the provisions
of the Trust Indenture Act of 1939 applicable to it as a paying agent and (ii) during the continuance of any default by the Company (or
any other obligor upon any series of Debt Securities) in the making of any payment in respect of the Debt Securities of such series,
upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such paying agent as such.


 






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(b)       If
the Company shall act as its own paying agent, it will, on or prior to each due date of the principal of and premium, if any, or interest
on Debt Securities of any series, set aside, segregate and hold in trust for the benefit of the Holders of such Debt Securities a sum
sufficient to pay such principal and premium, if any, or interest so becoming due and will notify the Trustee of any failure to take
such action and of any failure by the Company (or by any other obligor on such series of Debt Securities) to make any payment of the
principal of and premium, if any, or interest on the Debt Securities when the same shall become due and payable.


 


(c)       Anything
in this Section 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge
of this Indenture with respect to any or all series of Debt Securities then Outstanding, or for any other reason, pay or cause to be
paid to the Trustee all sums held in trust by the Company, or any paying agent hereunder, as required by this Section 5.04, such sums
to be held by the Trustee upon the trusts herein contained.


 


(d)       Anything
in this Section 5.04 to the contrary notwithstanding, the agreement to hold sums in trust provided in this Section 5.04 is subject to
Section 13.04.


 


Section 5.5           
Certificate to Trustee. So long as the Debt Securities of any series remain Outstanding, the Company will deliver to the
Trustee on or before 120 days after the end of each fiscal year an Officers’ Certificate stating that in the course of the performance
by the signers of their duties as officers of the Company, they would normally have knowledge of any default by the Company in the performance
or fulfillment or observance of any covenants or agreements contained herein during the preceding fiscal year, stating whether or not
they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof.
The Officers’ Certificate need not comply with Section 15.05.


 


Section 5.6           
Waivers of Covenants. Anything in this Indenture to the contrary notwithstanding, the Company may fail or omit, in respect
of any series of Debt Securities, and in any particular instance, to comply with a covenant, agreement or condition contained in Sections
5.02, 5.04 (other than in 5.04(a)(1) and (2)) or 5.05, or with any additional covenant, agreement or condition contained in a Board Resolution
or Officers’ Certificate establishing such series of Debt Securities, any indenture supplemental hereto applicable to such series
or any Debt Security of such series if the Company shall have obtained and filed with the Trustee before or after the time for such compliance
the consent in writing of the Holders of more than 50% in aggregate principal amount of the Debt Securities of the series affected by
such waiver at the time Outstanding, either waiving such compliance in such instance or generally waiving compliance with such covenant
or condition, but no such waiver shall extend to or affect any obligation not expressly waived nor impair any right consequent thereon
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.


 






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Article
6

Holders’ Lists and Reports by the Company

and the Trustee.


 


Section 6.1           
Holders’ Lists. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, not
more than 15 days after each Regular Record Date with respect to the Debt Securities of any series, and at such other times as the Trustee
may request in writing, within 30 days after receipt by the Company of any such request, a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders of Debt Securities of such series as of a date not more than 15 days prior to the time
such information is furnished; provided, however, that no such list with respect to any particular series of Debt Securities need
be furnished at any such time if the Trustee is in possession thereof by reason of its acting as the Debt Security Registrar for such
series designated under Section 3.06 or otherwise.


 


Section 6.2           
Preservation and Disclosure of Lists.


 


(a)         
 The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses
of the Holders of Debt Securities contained in the most recent list furnished to it as provided in Section 6.01 or received by the Trustee
in the capacity of the Debt Security Registrar (if so acting) under Section 3.06. The Trustee may destroy any list furnished to it as
provided in Section 6.01 upon receipt of a new list so furnished.


 


(b)         
The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Debt Securities
of any series or of all Debt Securities, and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture
Act of 1939.


 


(c)         
Every Holder of Debt Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to the Trust Indenture Act of 1939.


 


Section 6.3         
Reports by the Company. The Company agrees to file with the Trustee and the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act of 1939 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, as amended, shall be filed with the Trustee
within 15 days after the same is filed with the Commission; provided further that any such information, documents or reports filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system or any successor thereto shall
be deemed to have been filed and/or transmitted as required by this Section as of the date on which any such information, documents or
reports are filed for public availability with the Commission pursuant to EDGAR or any successor thereto..


 


Section 6.4           
Reports by the Trustee.


 






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(a)              
 The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act of 1939 at the times and in the manner provided pursuant thereto. The interval between transmissions
of reports to be transmitted at intervals shall be twelve months or such shorter time required by the Trust Indenture Act of 1939. If
the Trust Indenture Act of 1939 does not specify the date on which a report is due, the such report shall be due on July 15 of each year
following the first issuance of Debt Securities.


 


(b)              
A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange
upon which Debt Securities of any series are listed, with the Commission and with the Company. The Company will notify the Trustee when
the Debt Securities of any series are listed on any stock exchange.


 


Article
7

Remedies of the Trustee and Holders

on Event of Default.


 


Section 7.1           
Events of Default. “Event of Default”, with respect to any series of Debt Securities, wherever used herein,
means 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 such series or it is specifically deleted or modified
in the Board Resolution, Officers’ Certificate or supplemental indenture under which such series of Debt Securities is issued or
in the form of Debt Security for such series:


 


(a)              
default in the payment of any installment of interest upon any Debt Security of such series as and when the same shall become
due and payable, and continuance of such default for a period of 30 days;


 


(b)              
default in the payment of the principal of and premium, if any, on any Debt Security of such series as and when the same shall
become due and payable either at maturity, upon redemption, by declaration of acceleration or otherwise, and continuance of such default
for a period of five days;


 


(c)              
default in the payment or satisfaction of any sinking fund payment or analogous obligation, if any, with respect to the Debt Securities
of such series as and when the same shall become due and payable by the terms of the Debt Securities of such series, and continuance
of such default for a period of 30 days;


 


(d)              
failure on the part of the Company duly to observe or perform any of the covenants, warranties or agreements on the part of the
Company in respect of the Debt Securities of such series in this Indenture (other than a covenant, warranty or agreement a default in
whose performance or whose breach is specifically dealt with elsewhere in this Section) continued for a period of 90 days after the date
on which written notice of such failure, stating that such notice is a “Notice of Default” hereunder, specifying such failure
and requiring the same to be remedied, shall have been given to the Company by the Trustee, by registered mail, or to the Company and
the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Debt Securities of such series;


 






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(e)              
a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization of the Company under the Federal bankruptcy laws or any other similar
applicable Federal or state law, and such decree or order shall have continued undischarged and unstayed for a period of 60 days; or
a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee
or other similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding
up or liquidation of its affairs, shall have been entered, and such decree or order shall have continued undischarged and unstayed for
a period of 60 days;


 


(f)               
the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy
proceeding against it, or shall file a petition or answer or consent seeking an arrangement or a reorganization under the Federal bankruptcy
laws or any other similar applicable Federal or state law, or shall consent to the filing of any such petition, or shall consent to the
appointment of a receiver or liquidator or trustee or assignee or other similar official in bankruptcy or insolvency of it or of all
or substantially all of its property, or shall make an assignment for the benefit of creditors generally, or shall admit in writing its
inability to pay its debts generally as they become due; or


 


(g)               any
other Event of Default provided in the Board Resolution, Officers’ Certificate or the supplemental indenture under which such
series of Debt Securities is issued or in the form of Debt Security for such series; then and in each and every such case, so long
as such Event of Default with respect to any series of Debt Securities for which there are Debt Securities Outstanding occurs and is
continuing (other than an Event of Default specified in clause (e) or (f) of Section 7.01) and shall not have been remedied or
waived to the extent permitted by the terms of this Indenture, unless the principal of all of the Debt 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 Outstanding Debt Securities of such series, by notice in writing to the Company (and to the Trustee if given by Holders), may
declare the principal (or, if the Debt Securities of that series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the Debt Securities of such series and the interest accrued
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 Debt Securities of such series contained to the contrary notwithstanding. If an Event
of Default specified in clause (e) or (f) of Section 7.01 occurs and is continuing, then the principal amount of (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in
the terms thereof as due and payable upon acceleration) and any accrued and unpaid interest on that series shall immediately become
due and payable without any declaration or other act on the part of the Trustee or any Holder. This provision, however, is subject
to the condition that if, at any time after the principal of the Debt Securities of such series shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay in the currency in which the Debt
Securities of such series are payable all matured installments of interest upon all of the Debt Securities and the principal of and
premium, if any, on any and all Debt Securities of such series which shall have become due otherwise than by such declaration (with
interest on overdue installments of interest to the extent that payment of such interest is enforceable under applicable law and on
such principal and premium, if any, at the rate borne by the Debt Securities of such series or as otherwise provided in the form of
Debt Security for such series, to the date of such payment or deposit) and the expenses of the Trustee (subject to Section 8.06),
and any and all defaults under this Indenture, other than the nonpayment of principal of and accrued interest on Debt Securities of
such series which shall have become due by such declaration, shall have been cured or shall have been waived in accordance with
Section 7.07 or provision deemed by the Trustee to be adequate shall have been made therefor — then and in every such case the
Holders of at least a majority in aggregate principal amount of the Debt Securities of such series then Outstanding, by written
notice to the Company and to the Trustee, may rescind and annul such declaration and its consequences; but no such rescission and
annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon.


 






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


 


Section 7.2           
Payment of Debt Securities Upon Default; Suit Therefor. The Company covenants that (a) in case default shall be made in
the payment of any installment of interest upon any Debt Security of any series as and when the same shall become due and payable, and
such default shall have continued for a period of 30 days, or (b) in case default shall be made in the payment of the principal of and
premium, if any, on any Debt Security of any series as and when the same shall have become due and payable, whether at maturity of the
Debt Security or upon redemption or by declaration or otherwise, and such default shall have continued for a period of five days, or
(c) in case default shall be made in the making or satisfaction of any sinking fund payment or analogous obligation with respect to the
Debt Securities of any series when the same becomes due by the terms of the Debt Securities of any series, and such default shall have
continued for a period of 30 days—then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the
Holders of any such series, the whole amount that then shall have become due and payable on any such Debt Securities for principal and
premium, if any, or interest, or both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the
extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest at the rate borne
by the Debt Securities of such series or as otherwise provided in the form of Debt Security of such series; and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the
Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred and advances made by the Trustee, except compensation
or advances arising, or expenses or liabilities incurred, as a result of the Trustee’s gross negligence, willful misconduct or
bad faith.


 






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Until such demand is made
by the Trustee, the Company may pay the principal of and premium, if any, and interest on the Debt Securities of any series to the Persons
entitled thereto, whether or not the principal of and premium, if any, and interest on the Debt Securities of such series are overdue.


 


In case the Company shall
fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any
other obligor on such Debt Securities and collect, in the manner provided by law out of the property of the Company or any other obligor
on such Debt Securities wherever situated, the moneys adjudged or decreed to be payable. If any Event of Default with respect to any
series of Debt 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 Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper remedy.


 


In case there shall be pending
proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series under
the Federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property
of the Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Company or other obligor
upon the Debt Securities of any series, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective
of whether the principal of the Debt Securities of such series shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 7.02, shall be
entitled and empowered by intervention in such proceedings or otherwise, (a) to file and prove a claim or claims for the whole amount
of principal and interest owing and unpaid in respect of the Debt Securities of such series, and, in case of any judicial proceedings,
to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
and of the Holders of the Debt Securities of such series allowed in such judicial proceedings relative to the Company or any other obligor
on such Debt Securities, its or their creditors, or its or their property, (b) unless prohibited by applicable law and regulations, to
vote on behalf of the Holders of any Debt Securities of any series in any election of a trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings,
and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after
the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized
by each of the Holders of the Debt Securities of such series to make such payments to the Trustee, and, in the event that the Trustee
shall consent to the making of such payments directly to such Holders, to pay to the Trustee such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred and advances
made by the Trustee except compensation or advances arising, or expenses or liabilities incurred, as a result of the Trustee’s
gross negligence, willful misconduct or bad faith.


 






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Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept, or adopt on behalf of any Holder any plan or reorganization,
arrangement, adjustment or composition affecting the Debt Securities or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder (except, as aforesaid, for the election of a trustee in bankruptcy or other Person performing
similar functions) in any such proceeding.


 


All rights of action and
of asserting claims under this Indenture, or under any of the Debt Securities of any series, may be enforced by the Trustee without the
possession of any of such Debt Securities, or the production thereof on any trial or other proceeding relative thereto, and any such
suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment
shall be for the ratable benefit of the Holders of the Debt Securities of such series in respect of which such judgment has been recovered.


 


In any proceedings brought
by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be
a party), the Trustee shall be held to represent all the Holders of the Debt Securities in respect to which such action was taken, and
it shall not be necessary to make any Holders of such Debt Securities parties to any such proceedings.


 


Section 7.3           
Application of Moneys Collected by Trustee. Any moneys collected by the Trustee pursuant to Section 7.02 and any other
money or property distributed in respect of the Company’s obligations under this Indenture after an Event of Default shall be applied
in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the Debt
Securities of such series, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:


 


FIRST: To the payment
of costs and expenses of collection and reasonable compensation to the Trustee, its agents, attorneys and counsel, and of all other expenses
and liabilities incurred, and all advances made, by the Trustee except compensation or advances arising, or expenses or liabilities incurred,
as a result of its gross negligence, willful misconduct or bad faith, and any other amounts owing the Trustee under Section 8.6;


 


SECOND: To the payment
of the amounts then due and unpaid to the holders of Senior Indebtedness, to the extent required by Article Sixteen;


 


THIRD: In case the
principal of the Debt Securities of such series shall not have become due and be unpaid, to the payment of interest on such Debt Securities,
in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected
by the Trustee) upon the overdue installments of interest at the rate borne by such Debt Securities, such payments to be made ratably
to the Persons entitled thereto;


 






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FOURTH: In case the
principal of the Debt Securities of such series shall have become due, by declaration or otherwise, to the payment of the whole amount
then owing and unpaid upon such Debt Securities for principal and premium, if any, and interest, with interest on the overdue principal
and premium, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at
the rate borne by such Debt Securities; and in case such moneys shall be insufficient to pay in full the whole amounts so due and unpaid
upon such Debt Securities, then, to the payment of such principal and premium, if any, and interest without preference or priority of
principal and premium, if any, over interest, or of interest over principal and premium, if any, or of any installment of interest over
any other installment of interest, or of any Debt Security of such series over any other such Debt Security, such payments to be made
ratably to the Persons entitled thereto;


 


FIFTH: To the payment
of any surplus then remaining to the Company, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same.


 


Section 7.4           
Proceedings by Holders. No Holder of any Debt Security of any series shall have any right by virtue of or by availing of
any provision of this Indenture to institute any suit, action or proceeding in equity or at law or in bankruptcy or otherwise upon or
under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such
Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided,
and unless also the Holders of not less than 25% in aggregate principal amount of the Debt Securities of such series then Outstanding
shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding (and no direction inconsistent with such written request shall have been
given to the Trustee pursuant to Section 7.07), it being understood and intended, and being expressly covenanted by the taker and Holder
of every Debt Security of every series with every other taker and Holder and the Trustee, that no one or more Holders of Debt Securities
shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holder of such Debt Securities, or to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit
of all Holders of Debt Securities.


 


Section 7.5           
Proceedings by Trustee. In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders vested in it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture
or by law.


 






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Section 7.6           
Remedies Cumulative and Continuing. All powers and remedies given by this Article Seven to the Trustee or to the Holders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available
to the Trustee or the Holders, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements
contained in this Indenture, and no delay or omission of the Trustee or of any Holder to exercise any right or power accruing upon any
default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such
default or an acquiescence therein; and, subject to the provisions of Section 7.04, every power and remedy given by this Article Seven
or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee
or by the Holders.


 


Section 7.7           
Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in aggregate principal
amount of the Outstanding Debt 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 Debt
Securities by this Indenture; provided, however, that (subject to the provisions of Section 8.01) the Trustee shall have the right to
decline to follow any such direction if the Trustee shall determine upon advice of counsel that the action or proceeding so directed
may not lawfully be taken or would be materially and unjustly prejudicial to the rights of Holders not joining in such direction or if
the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or
Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or if
the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Debt Securities of all series not joining in the giving of said direction, it being understood
that (subject to Section 8.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are duly prejudicial
to such Holders. The Trustee may take any other action deemed proper by the Trustee not inconsistent with such direction. Subject to
Section 7.01, the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of any series may on behalf
of the Holders of all the Debt Securities of such series waive any past default or Event of Default hereunder and its consequences except
a default in the payment of principal of or premium, if any, or interest on such Debt Securities, or a default in the making of any sinking
fund payment with respect to such Debt Securities. Upon any such waiver the Company, the Trustee and the Holders of such Debt Securities
shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default shall have been waived
as permitted by this Section 7.07, said default or Event of Default shall for all purposes of the Debt Securities and this Indenture
be deemed to have been cured and to be not continuing.


 


This Section 7.07 shall be
in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act of 1939 and such Sections 316(a)(1)(A) and Section 316(a)(1)(B)
are hereby expressly excluded from this Indenture, as permitted by the Trust Indenture Act of 1939.


 


Section 7.8           
Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Debt Securities of
any series, the Trustee shall transmit to all Holders of Debt Securities of such series 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 Debt Security of such series or in the payment of any sinking fund installment
with respect to Debt Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the Trustee
in good faith determines that the withholding of such notice is in the interest of the Holders of Debt Securities of such series; and
provided, further, that in the case of any default of the character specified in Section 7.01(d) with respect to Debt Securities of such
series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section,
the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with
respect to Debt Securities of such series.


 






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Section 7.9           
Undertaking to Pay Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act of 1939; provided that neither this Section nor the Trust Indenture Act of 1939 shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or the Trustee, and any
provision of the Trust Indenture Act of 1939 to such effect is hereby expressly excluded from this Indenture, as permitted by the Trust
Indenture Act of 1939.


 


Section 7.10         
Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Debt Security shall have the rights, which are absolute and unconditional, to receive payment of the principal
of, premium, if any, and (subject to Section 3.08) interest on such Debt Security on the respective Stated Maturities expressed in such
Debt Security (or in the case of redemption or repayment, on the date for redemption or repayment, as the case may be) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Article
8

Concerning the Trustee.


 


Section 8.1           
Duties and Responsibilities of Trustee.


 


(a)              
Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee.


 


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


 






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(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 (c) shall not be construed to limit the effect of Subsections (a) or (d) of this Section 8.01;


 


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


 


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


 


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


 


(e)              
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 8.01.


 


Section 8.2           
Reliance on Documents, Opinions, etc. Subject to the provisions of Section 8.01,


 


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


 


(b)              
any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by Company Request or
Company Order (unless otherwise evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors
may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;


 


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


 






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


 


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


 


(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, consent, order, approval, bond, debenture, note, or other paper or document, unless requested
in writing to do so by the Holders of not less than a majority in principal amount of such Debt Securities then Outstanding; provided,
however, that the reasonable expenses of every such investigation shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand; and provided, further, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable
indemnity against such expenses or liabilities as a condition to so proceeding;


 


(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 liable or responsible for any misconduct, bad faith or negligence on the part of any
agent or attorney appointed with due care by it hereunder;


 


(h)              
the Trustee shall not be deemed to have notice or be charged with knowledge of any default or Event of Default unless written
notice of such default or Event of Default from the Company or any Holder is received by a Responsible Officer of the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Debt Securities and this Indenture;


 


(i)                
the rights, privileges, protections, immunities and benefits given to the Trustee, including 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; and


 


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


 


Section 8.3           
No Responsibility for Recitals, etc. The recitals contained herein and in the Debt Securities (except in the Trustee’s
certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness
of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities of any
series. The Trustee represents that it is duly authorized to execute and deliver this Indenture and perform its obligations hereunder.
Neither the Trustee nor the Authenticating Agent shall be accountable for the use or application by the Company or any Debt Securities
or the proceeds of any Debt Securities authenticated and delivered by the Trustee in conformity with the provisions of this Indenture.


 






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Section 8.4           
Trustee and Agents May Own Debt Securities. The Trustee, any paying agent, or any agent of the Trustee or the Company under
this Indenture, in its individual or any other capacity, may become the owner or pledgee of Debt Securities of any series with the same
rights it would have if it were not Trustee or such agent and, subject to Sections 8.08 and 8.13, if operative, may otherwise deal with
the Company and receive, collect, hold, and retain collections from the Company with the same rights it would have if it were not the
Trustee or such agent.


 


Section 8.5           
Moneys to be Held in Trust. Subject to the provisions of Section 13.04, all moneys 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. Neither the Trustee nor any paying agent shall be under any liability for interest on, or
to invest, any moneys received by it hereunder except such as it may agree with the Company to pay thereon. So long as no Event of Default
with respect to the Debt Securities of any series shall have occurred and be continuing, all interest allowed on any such moneys shall
be paid from time to time upon the receipt of a Company Order.


 


Section 8.6           
Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust), and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and all persons not regularly in its employ and any amounts paid by the Trustee to
any Authenticating Agent pursuant to Section 8.14) except any such expense, disbursement or advance as may arise from its gross negligence,
willful misconduct or bad faith. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss,
damage, claims, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Trustee and
arising out of or in connection with this Indenture, including the acceptance or administration of this trust, or the performance of
its duties hereunder, including the current payment of all costs and expenses of defending itself against any claim of liability in the
premises. The obligations of the Company under this Section 8.06 to compensate and indemnify the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall
be secured by a lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the Holders of particular Debt Securities. In addition to, but without prejudice to its other
rights under this indenture, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in
Section 7.01(e) or Section 7.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation
for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.


 






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“Trustee” for
purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith
of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 


The provisions of this Section
shall survive the termination of this Indenture, the satisfaction and discharge of this Indenture and the resignation or removal of the
Trustee.


 


Section 8.7           
Officers’ Certificate as Evidence. Subject to the provisions of Section 8.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking
or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the
absence of gross negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers’ Certificate conforming to the requirements of this Indenture delivered to the Trustee, and such Certificate, in
the absence of gross negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for
any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.


 


Section 8.8           
Conflicting Interest of Trustee. If the Trustee has or shall acquire any conflicting interest within the meaning of the
Trust Indenture Act of 1939, the Trustee shall either eliminate such conflicting interest or resign in the manner provided by, and subject
to the provisions of, the Trust Indenture Act of 1939 and this Indenture.


 


Section 8.9           
Eligibility of Trustee. There shall at all times be a Trustee with respect to each series of Debt Securities hereunder
which shall be a Person organized and doing business under the laws of the United States or any state or territory thereof or of the
District of Columbia authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal, state, territorial, or District of Columbia authority and willing to act as Trustee
hereunder. If such Person 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 8.09, the combined capital and surplus of such Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee
with respect to any series of Debt Securities shall cease to be eligible in accordance with the provisions of this Section 8.09, such
Trustee shall resign immediately in the manner and with the effect specified in Section 8.10.


 


Section 8.10       
Resignation or Removal of Trustee.


 


(a)              
 The Trustee may at any time resign with respect to any series of Debt Securities by giving written notice of such resignation
to the Company and to the Holders of such series of Debt Securities. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee with respect to such series by written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee
with respect to such series shall have been so appointed and have accepted appointment within 60 days after the date of such notice of
resignation to the Holders, the resigning Trustee may, at the expense of the Company, petition any court of competent jurisdiction for
the appointment of a successor trustee, or any Holder of such series of Debt Securities who has been a bona fide Holder of a Debt Security
or Debt Securities of such series for at least six months may, subject to the provisions of Section 7.09, on behalf of such Holder and
all others similarly situated, petition any such court for the appointment of a successor trustee with respect to such series. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint such successor trustee.


 






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


 


(1)              
the Trustee shall fail to comply with the provisions of Section 8.08 after written request therefor by the Company or by any Holder
who has been a bona fide Holder of a Debt Security or Debt Securities of such 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 of 1939,


 


(2)              
the Trustee shall cease to be eligible in accordance with the provisions of Section 8.09 and shall fail to resign after written
request therefor by the Company or by any such Holder of a note of such series, or


 


(3)              
the Trustee shall become incapable of acting with respect to any series of Debt Securities, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;


 


then, in any such case, the
Company may remove the Trustee with respect to such series and appoint a successor trustee for such series by Company Order, one copy
of which Company Order shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions
of Section 7.09, any Holder who has been a bona fide Holder of a Debt Security or Debt Securities of such series for at least six months
may, on behalf of such Holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, remove such Trustee and appoint such successor trustee. In addition, the Company may remove the
Trustee with respect to Debt Securities of any series without cause and appoint a successor Trustee in accordance with this Section 8.10,
if the Company gives written notice to the Trustee of such proposed removal at least three months in advance of the proposed effective
date of such removal.


 


(c)          
The Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of any series may at any time remove
the Trustee with respect to such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Company
the evidence provided for in Section 9.01 of the action in that regard taken by the Holders, and nominate a successor Trustee which shall
be deemed appointed as successor Trustee unless within ten days after such nomination the Company objects thereto, in which case the
Trustee so removed or any Holder of a Debt Security or Debt Securities of such series, upon the terms and conditions and otherwise as
in subsection (a) of this Section 8.10 provided, may petition any court of competent jurisdiction for an appointment of a successor Trustee
with respect to such series.


 






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(d)              
Any resignation or removal of the Trustee with respect to all or any series of Debt Securities and any appointment of a successor
Trustee pursuant to any of the provisions of this Section 8.10 shall become effective upon acceptance of appointment by the successor
Trustee as provided in Section 8.11.


 


Section 8.11       
Acceptance by Successor Trustee. Any successor Trustee appointed as provided in Section 8.10 shall execute, acknowledge
and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee shall become effective with respect to all or any series as to which it is resigning as Trustee,
and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder with respect to all or any such series, with like effect as if originally named as Trustee herein
with respect to all or any such series; nevertheless, on the written request of the Company or of the successor Trustee, the Trustee
ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument
transferring to such successor Trustee all the rights and powers of the Trustee with respect to all or any such series so ceasing to
act. Upon request of any such successor Trustee, the Company shall execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain
a lien upon all property or funds held or collected by such Trustee with respect to all or any series as to which it is resigning as
Trustee, to secure any amounts and shall be entitled to any indemnities then due it pursuant to the provisions of Section 8.06.


 


No successor Trustee shall
accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor Trustee shall be qualified under
the provisions of Section 8.08 and eligible under the provisions of Section 8.09.


 


Upon acceptance of appointment
by a successor Trustee with respect to all or any series of Debt Securities as provided in this Section 8.11, the Company shall give
notice of the succession of such Trustee hereunder to the Holders of Debt Securities of such series. If the Company fails to give such
notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be
given at the expense of the Company.


 


In case the appointment hereunder
of a successor Trustee with respect to the Debt Securities of one or more (but not all) series, the Company, the retiring Trustee and
each successor Trustee with respect to the Debt 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 retiring Trustee with respect to the Debt Securities of any series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring 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.


 






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Section 8.12       
Succession by Merger, etc. Subject to Sections 8.08 and 8.09, any Person into which the Trustee may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto.


 


In case at the time any successor
to the Trustee shall succeed to the trusts created by this Indenture any of the Debt Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such
Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor
to the Trustee may authenticate such Debt Securities in the name of such successor Trustee; and in all such cases such certificate shall
have the full force which it is anywhere in the Debt Securities or in this Indenture provided that the certificate of the Trustee shall
have.


 


Section 8.13       
Limitation on Rights of Trustee as a Creditor. If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Debt Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act of 1939 regarding
the collection of claims against the Company (or any such other obligor).


 


Section 8.14       
Authenticating Agents. There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time
to time with power to act on its behalf and subject to its direction in the authentication and delivery of any series of Debt Securities
issued upon original issuance, exchange, transfer or redemption thereof as fully to all intents and purposes as though such Authenticating
Agent (or Authenticating Agents) had been expressly authorized to authenticate and deliver such Debt Securities, and Debt Securities
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated
by the Trustee hereunder. For all purposes of this Indenture, the authentication and delivery of Debt Securities by any Authenticating
Agent pursuant to this Section 8.14 shall be deemed to be the authentication and delivery of such Debt Securities “by the Trustee”,
and whenever this Indenture provides that “the Trustee shall authenticate and deliver” Debt Securities or that Debt Securities
 “shall have been authenticated and delivered by the Trustee”, such authentication and delivery by any Authenticating Agent
shall be deemed to be authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a Person organized
and doing business under the laws of the United States of America or of any state or territory thereof or the District of Columbia, with
a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered
to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or state authority.
If such Person publishes reports of its condition at least annually pursuant to law or the requirements of such authority, then for the
purposes of this Section 8.14 the combined capital and surplus of such Person 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 8.14, or to be duly registered if and to the extent required by applicable law and regulations,
it shall resign immediately in the manner and with the effect herein specified in this Section 8.14.


 






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Whenever reference is made
in this Indenture to the authentication and delivery of Debt Securities of any series 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 its Authenticating
Agent appointed with respect to the Debt Securities of such series and a certificate of authentication executed on behalf of the Trustee
by its Authenticating Agent appointed with respect to the Debt Securities of such series.


 


Any Person into which any
Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation
or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the authenticating agency business of any
Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor Person is otherwise eligible under
this Section 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating
Agent or such successor Person.


 


In case at the time such
successor to any such agency shall succeed to such agency any of the Debt Securities shall have been authenticated but not delivered,
any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and
deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated,
any successor to any Authenticating Agent may authenticate such Debt Securities either in the name of any predecessor hereunder or in
the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in
the Debt Securities or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force;
provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate
Debt Securities in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by merger, conversion
or consolidation.


 


Any Authenticating Agent
may at any time resign as Authenticating Agent with respect to any series of Debt Securities by giving written notice of resignation
to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to any series
of Debt Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time Authenticating Agent shall cease to be eligible under this Section
8.14, the Trustee may, and shall, upon request of the Company, promptly use its best efforts to appoint a successor Authenticating Agent.


 


Upon the appointment, at
any time after the original issuance of any of the Debt Securities, of any successor, additional or new Authenticating Agent, the Trustee
shall give written notice of such appointment to the Company and shall at the expense of the Company give notice of such appointment
to all Holders of Debt Securities of such series.


 






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Any successor Authenticating
Agent with respect to any series of Debt Securities upon acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent herein with respect
to such series. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14 and duly
registered if and to the extent required under applicable law and regulations.


 


Any Authenticating Agent
by the acceptance of its appointment with respect to any series of Debt Securities shall be deemed to have agreed with the Trustee that:
(a) it will perform and carry out the duties of an Authenticating Agent as herein set forth with respect to such series, including the
duties to authenticate and deliver Debt Securities when presented to it in connection with exchanges, registrations of transfer or redemptions
thereof; (b) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate records
of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the
Trustee may reasonably require; (c) it is eligible for appointment as Authenticating Agent under this Section 8.14 and will notify the
Trustee promptly if it shall cease to be so qualified; and (d) it will indemnify the Trustee against any loss, liability or expense incurred
by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating
Agent with respect to such series but it shall have no liability for any action taken by it at the specific written direction of the
Trustee.


 


The Company agrees to pay
to each Authenticating Agent from time to time reasonable compensation and expenses for its services, and the Trustee shall have no liability
for such payments.


 


The provisions of Sections
8.02(a), (b), (c), (e) and (f), 8.03, 8.04, 8.06 (insofar as it pertains to indemnification), 9.01, 9.02 and 9.03 shall bind and inure
to the benefit of each Authenticating Agent to the same extent that they bind and inure to the benefit of the Trustee.


 


If an appointment with respect
to one or more series is made pursuant to this Section 8.14, the Debt 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:


 






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This is one of the Debt Securities of
the series designated herein issued under the within-mentioned Indenture.


 


	_________________________________, as Trustee	 	________________________________, as Trustee
	 	 	 
	 	 	 
	By: 	 	 	By: 	 
	 	Authorized Signatory	OR	 	as Authenticating Agent
	 	 	 
	Dated:	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory
	 	 	 
	 	 	Dated:



  


Section 8.15       
Preferential Collection of Claims Against the Company.


 


If and when the Trustee shall be or become a
creditor of the Company (or any other obligor upon the Debt Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act of 1939 regarding the collection of claims against the Company (or any such other obligor).


 


Section 8.16       
Trustee's Application for Instructions from the Company.


 


Any application by the Trustee for written instructions
from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under
this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not
be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company
actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking
any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response
to such application specifying the action to be taken or omitted.


 


Article
9

Concerning the Holders.


 


Section 9.1           
Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any series may take any action (including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified
percentage of such series have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed
by Holders of such series in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of such series voting
in favor thereof at any meeting of such Holders duly called and held in accordance with the provisions of Article Ten, or (c) by a combination
of such instrument or instruments and any such record of such a meeting of Holders of such series.


 






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Section 9.2           
Proof of Execution by Holders. Subject to the provisions of Sections 8.01, 8.02 and 10.05, proof of the execution of any
instrument by a Holder or such Holder’s agent or proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Debt Securities
shall be provided by the Debt Security Register or by a certificate of the Debt Security Registrar with respect to a series of Debt Securities.


 


The record of any Holders’
meeting shall be proved in the manner provided in Section 10.06.


 


Section 9.3           
Who Are Deemed Absolute Owners. The Company, the Trustee with respect to a series of Debt Securities, and any agent of
the Trustee or the Company under this Indenture may deem the Person in whose name such Debt Security shall be registered upon the Debt
Security Register to be, and may treat such Person as, the absolute owner of such Debt Security (whether or not such Debt Security shall
be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company, the Trustee
or any such agent) for the purpose of receiving payment of or on account of the principal of and premium, if any, and interest on such
Debt Security and for all other purposes; and neither the Company nor the Trustee nor any such agent shall be affected by any notice
to the contrary. All such payments so made to any Holder for the time being or upon such Holder’s order shall, to the extent of
the sum or sums so paid, be effectual to satisfy and discharge the liability for moneys payable upon any such Debt Security.


 


Section 9.4           
Company-Owned Debt Securities Disregarded. In determining whether the Holders of the requisite aggregate principal amount
of Debt Securities of any series have concurred in any direction or consent under this Indenture, Debt Securities of such series which
are owned by the Company or any other obligor upon such Debt Securities or any Affiliate of the Company or such other obligor (except
in the case in which the Company or such other obligor or affiliate owns all Debt Securities Outstanding under the Indenture, or all
Outstanding Debt Securities of each such series, as the case may be, without regard to this proviso) shall be disregarded and deemed
not to be Outstanding for the purpose of any such determinations; provided, however, that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction or consent only such Debt Securities which a Responsible Officer
of the Trustee actually knows are so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may
be regarded as Outstanding notwithstanding this Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee the right
of the pledgee to vote such Debt Securities and that the pledgee is not a Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any such other obligor. Upon request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Debt Securities of a series, if any, known
by the Company to be owned or held by or for the account of the Company or any other obligor on such Debt Securities or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor
on such Debt Securities; and, subject to the provisions of Section 8.01, the Trustee shall be entitled to accept such Officers’
Certificates as conclusive evidence of the facts therein set forth and of the fact that all such Debt Securities not listed therein are
Outstanding for the purpose of any such determination.


 






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Section 9.5           
Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided
in Section 9.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Debt Securities of
any series specified in this Indenture in connection with such action, any Holder of a Debt Security which is shown by the evidence to
be included in the Debt Securities the Holders of which have consented to or are bound by consents to such action, may, by filing written
notice with the Trustee at the Corporate Trust Office and upon proof of holding as provided in Section 9.02, revoke such action so far
as concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt Security shall be conclusive and
binding upon such Holder and upon all future Holders and owners of such Debt Security and of any Debt Security issued on transfer thereof
or in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon any such Debt Security.
Any action taken by the Holders of the percentage in aggregate principal amount of the Debt Securities specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the Trustee and the Holders of all of the Debt Securities
affected by such action.


 


Article
10

Holders’ Meetings.


 


Section 10.1          
Purposes of Meetings. A meeting of Holders of the Debt Securities of all or any series may be called at any time and from
time to time pursuant to the provisions of this Article Ten for any of the following purposes:


 


(a)              
to give any notice to the Company or to the Trustee with respect to such series, or to give any directions to the Trustee, or
to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders
pursuant to any of the provisions of Article Seven;


 


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


 


(c)              
to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 11.02; or


 


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


 


Section 10.2          
Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders of Debt Securities of all or any series
to take any action specified in Section 10.01, to be held at such time and at such place as the Trustee shall determine. Notice of every
meeting of the Holders of Debt Securities of all or any series, setting forth the time and place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be given by the Trustee to Holders of Debt Securities of each series that may
be affected by the action proposed to be taken at such meeting. Such notice shall be given not less than 20 nor more than 90 days prior
to the date fixed for the meeting.


 






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Section 10.3          
Call of Meetings by Company or Holders. In case at any time the Company, pursuant to a resolution by the Board of Directors,
or the Holders of at least 10% in aggregate principal amount of the Debt Securities then Outstanding of each series that may be affected
by the action proposed to be taken shall have requested the Trustee to call a meeting of such Holders, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting
within 20 days after receipt of such request, then the Company or such Holders may determine the time and place for such meeting and
may call such meeting to take any action authorized in Section 10.01, by giving notice thereof as provided in Section 10.02.


 


Section 10.4          
Qualifications for Voting. To be entitled to vote at any meeting of Holders of Debt Securities a person shall (a) be a
Holder of one or more Debt Securities of a series affected by the action proposed to be taken or (b) be a Person appointed by an instrument
in writing as proxy by a Holder of one or more such Debt Securities. The rights of Holders of Debt Securities to have their votes counted
shall be subject to the provisions in the definition of “Outstanding” in Section 1.01. The only Persons who shall be entitled
to be present or to speak at any meeting of Holders of Debt Securities shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.


 


Section 10.5       
Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as
it may deem advisable for any meeting of Holders of Debt Securities, in regard to proof of the holding of Debt Securities and of the
appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think
fit. Except as otherwise permitted or required by any such regulation, the holding of Debt Securities shall be proved in the manner specified
in Section 9.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.02 or by having the signature
of the Person executing the proxy witnessed or guaranteed by any bank, broker or trust company.


 


The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders
of Debt Securities as provided in Section 10.03, in which case the Company or the Holders of Debt Securities calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a secretary of the meeting shall be elected
by vote of the Holders of a majority in aggregate principal amount of the Debt Securities represented at the meeting and entitled to
vote.


 


Subject to the provisions
of Section 9.04, at any meeting each Holder of a Debt Security of a series entitled to vote at such meeting or proxy shall be entitled
to one vote for each $1,000 principal amount of Debt Securities of such series held or represented by such Holder; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote except as a Holder of Debt Securities of
such series or proxy therefor. Any meeting of Holders of Debt Securities duly called pursuant to the provisions of Section 10.02 or 10.03
may be adjourned from time to time and the meeting may be held as so adjourned without further notice.


 






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At any meeting of Holders
of Debt Securities, the presence of Persons holding or representing Debt Securities in an aggregate principal amount sufficient to take
action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less
than quorum be present, the Persons holding or representing a majority of the Debt Securities represented at the meeting may adjourn
such meeting with the same effect, for all intents and purposes, as though a quorum had been present.


 


Section 10.6          
Voting. The vote upon any resolution submitted to any meeting of Holders of Debt Securities shall be by written ballots
on which shall be subscribed the signatures of the Holders of Debt Securities entitled to vote at such meeting or of their representatives
by proxy, and the letter or letters, serial number or numbers or other distinguishing marks of the Debt Securities held or represented
by each such Holder. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders of Debt Securities shall
be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice
of the meeting and showing that said notice was given as provided in Section 10.02. The record shall be signed and verified by the affidavits
of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.


 


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


 


Section 10.7          
No Delay of Rights by Meeting. Nothing in this Article Ten contained shall be deemed or construed to authorize or permit,
by reason of any call of a meeting of Holders of Debt Securities of any or all series or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee
or to the Holders of Debt Securities under any of the provisions of this Indenture or of the Debt Securities.


 


Article
11

Supplemental Indentures.


 


Section 11.1           
Supplemental Indentures without Consent of Holders. The Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions
of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes:


 






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(a)              
to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person
of the covenants, agreements and obligations of the Company pursuant to Articles Five and Twelve hereof;


 


(b)              
to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Board of Directors
shall consider to be for the protection of the Holders of Debt Securities of any or all series, and to make the occurrence, or the occurrence
and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default
with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set
forth; provided, however, that in respect of any such additional covenant, restriction or condition, such supplemental
indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the
case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee
upon such default;


 


(c)              
to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any supplemental indenture or to make any changes hereto that
are required by law;


 


(d)              
to convey, transfer, assign, mortgage or pledge any property to or with the Trustee;


 


(e)              
to make such other provisions, changes, additions or deletions in regard to matters or questions arising under this Indenture
as shall not adversely affect the interests of the Holders of the Debt Securities in any material respect (for the avoidance of doubt,
any amendment or supplement pursuant to this clause (e) made solely to conform this Indenture to the final offering memorandum provided
to investors in connection with the offering of the Debt Securities by the Company will not be deemed to materially and adversely affect
the interests of the Holders of Debt Securities of any series);


 


(f)               
to evidence and provide for the acceptance of appointment by another Person as a successor Trustee hereunder with respect to one
or more series of Debt 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 8.11;


 


(g)              
to modify, amend or supplement this Indenture in such a manner as to permit the qualification of any indenture supplemental hereto
under the Trust Indenture Act of 1939 as then in effect, except that nothing herein contained shall permit or authorize the inclusion
in any indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939;


 


(h)              
to provide for the issuance under this Indenture of Debt Securities in coupon form (including Debt Securities registrable as to
principal only) and to provide for exchangeability of such Debt Securities with Debt Securities of the same series issued hereunder in
fully registered form and to make all appropriate changes for such purpose;


 






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(i)                
to change or eliminate any of the provisions of this Indenture, provided, however, that any such change or elimination
shall become effective only when there is no Debt Security Outstanding of any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision; or


 


(j)                
to establish any additional form of Debt Security, as permitted by Section 2.02, and to provide for the issuance of any additional
series of Debt Securities, as permitted by Section 3.01, and to set forth the terms thereof.


 


The Trustee is hereby required
to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations
which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but
the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.


 


Any supplemental indenture
authorized by the provisions of this Section 11.01 may be executed by the Company and the Trustee without the consent of the Holders
of any of the Debt Securities at the time Outstanding, notwithstanding any of the provisions of Section 11.02.


 


Section 11.2       
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 9.01) of the Holders
of greater than 50% in aggregate principal amount of the Outstanding Debt Securities of each series affected by such supplemental indenture
(with the Holders in each such series voting as a single class as to such series), by act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto 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 Debt
Securities of each series under this Indenture; provided, however, that no such supplemental indenture shall, without the
consent of the Holders of all of the Outstanding Debt Securities of each series affected, (a) extend the fixed maturity of any Debt Security
of such series, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium
thereon, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the
Debt Securities of such series or (b) reduce the aforesaid percentage of Debt Securities of a series, the Holders of which are required
to consent (1) to any such supplemental indenture, (2) to rescind and annul a declaration that any Debt Securities of such series are
due and payable as a result of the occurrence of an Event of Default, (3) to waive any past default under the Indenture and its consequences
or (4) to waive compliance with Sections 5.02, 5.04 (other than 5.04(a)(1) and (2)) or 5.05, or with any additional covenant, agreement
or condition contained in a Board Resolution or Officers’ Certificate establishing such series of Debt Securities, any indenture
supplemental hereto applicable to such series or any Debt Security of such series.


 






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


 


It shall not be necessary
for the consent of the Holders of Debt Securities under this Section 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the substance thereof.


 


Section 11.3         
Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this
Article Eleven, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation
of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders of Debt Securities shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for
any and all purposes.


 


Section 11.4          
Notation on Debt Securities. Debt Securities authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article Eleven may bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company or the Trustee shall so determine, new Debt Securities of any series so modified as to conform,
in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture
may be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for the Outstanding Debt Securities
of such series.


 


Section 11.5          
Evidence of Compliance of Supplemental Indenture to be Furnished Trustee. The Trustee, subject to the provisions of Sections
8.01 and 8.02, shall receive, and shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel
as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article Eleven
and is authorized and permitted by this Indenture.


 


Article
12

Consolidation, Merger, Sale and Conveyance.


 


Section 12.1          
Company May Consolidate, etc., on Certain Terms. Nothing contained in this Indenture or in any of the Debt Securities shall
prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale,
conveyance or lease of all or substantially all of the property of the Company to any other Person (whether or not affiliated with the
Company) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation,
merger, sale, conveyance (excluding any pledge) or lease shall be upon the condition that (a) immediately after such consolidation, merger,
sale, conveyance or lease the Person (whether the Company or such other Person) formed by or surviving any such consolidation or merger,
or to which such sale, conveyance or lease shall have been made, shall not be in default in the performance or observance of any of the
terms, covenants and conditions of this Indenture to be kept or performed by the Company; (b) the Person (if other than the Company)
formed by or surviving any such consolidation or merger or to which such sale, conveyance or lease shall have been made, shall be a Person
organized under the laws of the United States of America or any state thereof; and (c) the due and punctual payment of the principal
of and premium, if any, and interest on all of the Debt Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumed,
by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Person (if other than the
Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired or
leased such property.


 






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Section 12.2          
Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance (excluding any pledge)
or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities
and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to performed or observed
by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and (except in the event of a conveyance by way of lease) the predecessor Person shall be relieved
of any further obligation under this Indenture and the Debt Securities.


 


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


 


Section 12.3          
Opinion of Counsel to Be Given Trustee. The Trustee, subject to Sections 8.01 and 8.02, shall be entitled to receive an
Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance and any such assumption complies with
the provisions of this Article Twelve and that all conditions precedent herein provided relating to such transactions have been complied
with.


 


Article
13

Satisfaction and Discharge of Indenture.


 


Section 13.1       
Satisfaction, Discharge and Defeasance of Debt Securities of any Series. The Company shall be deemed to have paid and discharged
the entire indebtedness on all the Debt Securities of a series, the provisions of this Indenture (except as to (x) the rights of Holders
of Debt Securities of such series to receive, from the money, in the currency required, and Government Obligations deposited with the
Trustee pursuant to Section 13.02(a) or the interest and principal received by the Trustee in respect of such Government Obligations,
payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest on such Debt
Securities on the Stated Maturities thereof or upon the Redemption Dates for Debt Securities required to be redeemed pursuant to any
mandatory sinking fund or analogous provisions relating to Debt Securities of that series or pursuant to any call for redemption relating
to Debt Securities of that series, (y) the Company’s rights and obligations with respect to such Debt Securities under Sections
3.06, 3.07, 13.03 and 13.04, 5.02, 5.04, 6.01, 8.06, 8.10, 8.11 and, to the extent applicable to such series, Article Four, so long as
the principal of (and premium, if any) and interest on the Debt Securities of such series remain unpaid and, thereafter, only the Company’s
rights and obligations under Sections 5.04, 8.06, 13.03 and 13.04, and (z) the rights, powers, trusts, duties and immunities of the Trustee
with respect to the Debt Securities of such series) as it relates to such Debt Securities shall no longer be in effect, and the Trustee,
at the expense of the Company, shall, upon Company Request, execute proper instruments acknowledging the same if:


 






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(a)              
(1) all Debt Securities of such series theretofore authenticated and delivered (other than (A) Debt Securities which have
been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.07 and (B) Debt Securities for whose payment
money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Sections 13.03 and 13.04) have been delivered to the Trustee for cancellation;


 


(2) the Company
has paid or caused to be paid in the currency required all other sums payable under this Indenture in respect of the Debt 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 of the entire indebtedness of all Debt Securities of any such series and the discharge of the
Indenture as it relates to such Debt Securities have been complied with; or


 


(b)              
(1) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation (A) have become due and
payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) 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;


 


(2) the condition
described in paragraph (a) of Section 13.02 has been satisfied; and


 


(3) the conditions
described in paragraphs (a)(2) and (a)(3) of this Section 13.01 have been satisfied; or


 


(c)              
(1) the conditions referred to in paragraphs (b)(2) and (b)(3) of this Section 13.01 have been satisfied;


 


(2) no Event
of Default or event which with notice or lapse of time would become an Event of Default shall have occurred and be continuing on the
date of the deposit referred to in paragraph (a) of Section 13.02 or on the ninety-first day after the date of such deposit; provided,
however, that should that condition fail to be satisfied on or before such ninety-first day, the Trustee shall promptly, upon
satisfactory receipt of evidence of such failure, return such deposit to the Company;


 






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(3) the Company
has either (A) delivered to the Trustee an opinion of counsel of a nationally-recognized independent tax counsel to the effect that Holders
of the Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit
and the satisfaction, discharge and defeasance contemplated by this paragraph (c) of this Section 13.01 and will be subject to Federal
income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance
had not occurred or (B) the Company shall have received from, or there shall have been published by, the United States Internal Revenue
Service a ruling to the effect stated in subsection (A) of this Section 13.01(c)(3); and


 


(4) the Company
has received an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance contemplated by this Section 13.01 will
not result in the delisting of the Debt Securities of that series from any nationally-recognized securities exchange on which they are
listed.


 


Section 13.2       
Defeasance of Debt Securities of any Series. The provisions of this Indenture (except as to (x) the rights of Holders of
Debt Securities of any series to receive, from the money, in the currency required, and Government Obligations deposited with the Trustee
pursuant to paragraph (a) below or the interest and principal received by the Trustee in respect of such Government Obligations, payment
of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest on such Debt Securities
on the Stated Maturities thereof or upon the Redemption Dates for Debt Securities required to be redeemed pursuant to any mandatory sinking
or analogous provisions relating to Debt Securities of that series or pursuant to any call for redemption relating to Debt Securities
of that series, (y) the Company’s rights and obligations with respect to such Debt Securities under Sections 3.06, 3.07, 13.03,
13.04, Article Seven (other than subsection (d) of Section 7.01), Sections 5.01, 5.02, 5.04, 6.01, 8.06, 8.10, 8.11 and, to the extent
applicable to such series, Article Four, so long as the principal of (and premium, if any) and interest on the Debt Securities of such
series remain unpaid and, thereafter, only the Company’s rights and obligations under Sections 5.04, 8.06, 13.03 and 13.04, and
(z) the rights, powers, trusts, duties and immunities of the Trustee with respect to the Debt Securities of such series) as it relates
to Debt Securities of any series shall no longer be in effect, and the Trustee, at the expense of the Company shall, upon Company Request,
execute proper instruments acknowledging the same if:


 


(a)              
the Company has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose (1) the Dollars of
Foreign Currency, as applicable, in an amount, or (2) Government Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide on or before the due date of any payment in respect of such series of Debt Securities
in an amount, or (3) a combination thereof, sufficient, after payment of all Federal, state and local taxes in respect thereof payable
by the Trustee, in the opinion of a nationally-recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge (A) the principal of (and premium, if any) and each installment of principal (and
premium, if any) and interest on the Outstanding Debt Securities of that series on the Stated Maturity of such principal or installment
of principal or interest and (B) any mandatory sinking fund payments or analogous payments or payments pursuant to any call for redemption
applicable to Debt Securities of such series on the day on which such payments are due and payable in accordance with the terms of the
Indenture and such Debt Securities;


 






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


 


(c)              
the interest of the Holders in such deposit shall have been duly perfected under the applicable provisions of the Uniform Commercial
Code; and


 


(d)              
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 defeasance contemplated by this Section have been complied with.


 


Section 13.3       
Application of Trust Funds; Indemnification.


 


(a)              
 Subject to the provisions of Section 13.04, all money and Government Obligations deposited with the Trustee pursuant to Section
13.01 or 13.02 and all money received by the Trustee in respect of Government Obligations deposited with the Trustee, shall be held in
trust and applied by it, in accordance with the provisions of the Debt Securities 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 and Government Obligations have been deposited
with or received by the Trustee as contemplated by Section 13.01 or 13.02.


 


(b)              
The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against Government
Obligations deposited pursuant to Section 13.01 or 13.02 or the interest and principal received in respect of such obligations, other
than any such tax, fee or other charge payable by or on behalf of Holders. The Company shall be entitled to prompt notice of an assessment
or the commencement of any proceeding for which indemnification may be sought hereunder and, at its election, to contest such assessment
or to participate in, assume the defense of, or settle such proceeding.


 


(c)              
The Trustee shall deliver or pay to the Company from time to time upon Company Request any Government Obligations or money held
by it as provided in Section 13.01 or 13.02 which, in the opinion of a nationally-recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required
to be deposited for the purpose for which such obligations or money were deposited or received.


 


(d)              
If the Trustee is unable to apply any money or Government Obligations in accordance with this Section 13.03 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 Debt Securities, if any, of such series shall be revived
and reinstated as though no deposit had occurred pursuant to Section 13.01 or Section 13.02, as the case may be, until such time as the
Trustee is permitted to apply all such money or Government Obligations in accordance with this Section 13.03; provided, however, that
if the Company has made any payment of interest on or principal of (and premium, if any) on any Debt Securities, if any, of such series
because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such series of Debt
Securities, if any, to receive such payment from the money or Government Obligations held by the Trustee.


 






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Section 13.4       
Return of Unclaimed Moneys. Any moneys deposited with or paid to the Trustee or any paying agent for payment of the principal
of and premium, if any, or interest on Debt Securities and not applied but remaining unclaimed by the Holders of Debt Securities for
two years after the date upon which the principal of and premium, if any, or interest on such Debt Securities, as the case may be, shall
have become due and payable, shall be repaid to the Company by the Trustee or such paying agent on demand; and the Holder of any of the
Debt Securities entitled to receive such payment shall thereafter look only to the Company for any payment thereof.


 


Section 13.5       
Reinstatement. If the Trustee is unable to apply any money or Government Obligations in accordance with Sections 13.01
or 13.02 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 Debt Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Sections 13.01 or 13.02 until such time as the Trustee is permitted to apply
all such money or Government Obligations in accordance with Sections 13.01 or 13.02; provided that, if the Company has made any payment
of principal of or interest on the Debt Securities because of the reinstatement of its obligations, the Company shall be subrogated to
the rights of the Holders of such Debt Securities to receive such payment from the money or Government Obligations held by the Trustee.


 


Article
14

Immunity of Incorporators, Stockholders,

Officers and Directors.


 


Section 14.1       
Indenture and Debt Securities Solely Obligations of the Company. No recourse under or upon any obligation, covenant or
agreement of this Indenture, any supplemental indenture, or of any Debt Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, organizer, stockholder, member, owner, officer, director, manager or employee, as such,
past, present or future, of the Company or any Subsidiary or of any predecessor or successor Person, either directly or through the Company,
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder are solely obligations of the Company, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, any incorporator, organizer, stockholder, member, owner,
officer, director, manager or employee, as such, of the Company or of any predecessor or successor Person, or any of them, because of
the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this
Indenture, or in any of the Debt Securities or implied thereby; and that any and all such personal liability, either at common law or
in equity or by constitution or statute of, and any and all such rights and claims against, every such incorporator, organizer, stockholder,
member, owner, officer, director, manager or employee, as such, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Debt Securities or implied thereby,
are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue
of such Debt Securities.


 






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Article
15

Miscellaneous Provisions.


 


Section 15.1         
Provisions Binding on Successors of the Company. All of the covenants, stipulations, promises and agreements in this Indenture
contained by the Company shall bind its successors and assigns whether so expressed or not.


 


Section 15.2         
Indenture for Sole Benefit of Parties and Holders of Debt Securities. Nothing in this Indenture or in the Debt Securities,
expressed or implied, shall give or be construed to give to any Person, firm or corporation, other than the parties hereto, any agent
of the Trustee or the Company under this Indenture and the Holders of the Debt Securities, any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all such covenants, conditions
and provisions being, subject to the provisions of Articles Twelve and Fourteen, for the sole benefit of the parties hereto, any agent
of the Trustee or the Company under this Indenture and the Holders of the Debt Securities.


 


Section 15.3         
Addresses for Notices, etc. Any notice or demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the Holders of Debt Securities on the Company may be given or served by being deposited, registered
or certified mail postage prepaid, in a post office letter box in the United States addressed (until another address is filed by the
Company with the Trustee) to the Company, The Marcus Corporation, 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202,
Facsimile No.: (414) 905-2879, Attention: Chief Financial Officer, with a copy to The Marcus Corporation, 100 East Wisconsin Avenue,
Suite 1900, Milwaukee, Wisconsin 53202, Facsimile No.: (414) 905-2879, Attention: General Counsel. Any notice, direction, request or
demand by any Holder of a Debt Security or the Company to or upon the Trustee shall be deemed to have been sufficiently given or made,
for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee. Any notice, report or other instrument required
or permitted by any of the provisions of this Indenture to be given by the Trustee or the Company to the Holders of Debt Securities of
any or all series shall be deemed to have been sufficiently given, for all purposes, when delivered to their addresses as they shall
appear on the Debt Security Register or, in the case of Global Debt Securities, when transmitted in accordance with the procedures of
the Depository.


 


Section 15.4         
New York Contract. This Indenture and the Debt Securities shall for all purposes be construed in accordance with and governed
by the laws of the State of New York.


 






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Section 15.5         
Evidence of Compliance with Conditions Precedent. Upon any Company request to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions
precedent, if any (including any covenant, 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 have been complied with, except that in the case of any such application or demand as to which the furnishing of such document
is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate
or opinion need be furnished.


 


Each certificate or opinion
provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this
Indenture, excluding, for the avoidance of doubt, any Opinion of Counsel pursuant to Section 2.02 and any Officers’ Certificate
pursuant to Section 5.05, shall include (a) a statement that the Person making such certificate or opinion has read such covenant
or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (c) a statement that, in the opinion of such Person, he or she has made such examination
or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition
has been complied with; and (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been
complied with.


 


Section 15.6         
Legal Holidays. In any case where the date of maturity of interest on or principal of or premium, if any, on any series
of Debt Securities or the date fixed for redemption or other purchase by the Company of any Debt Security or Debt Securities will be
a legal holiday or a day on which banking institutions are legally authorized or obligated to close in New York or any other location
where a paying agent appointed pursuant to Section 5.02 is located, then payment of such interest on or principal of and premium, if
any, on such Debt Securities, or payment of the redemption or other purchase price with respect to such Debt Securities, need not be
made by such paying agent on such date but may be made by such paying agent on the next succeeding business day that is not a day in
such location that is either a legal holiday or a day on which banking institutions are legally authorized or obligated to close, with
the same force and effect as if made on such date of maturity or the date fixed for redemption or other purchase and no interest shall
accrue for the period from and after such prior date. If any notice, documents or other materials shall be required to be delivered pursuant
to the terms of this Indenture on a date that is a legal holiday or a day on which banking institutions are legally authorized or obligated
to close in New York, the required delivery date shall be extended to the next succeeding business day that is not a day in such location
that is either a legal holiday or a day on which banking institutions are legally authorized or obligated to close.


 


Section 15.7         
Trust Indenture Act of 1939 to Control. If any provision hereof limits, qualifies or conflicts with the duties imposed
by any of Sections 310 through 317 of the Trust Indenture Act of 1939, by the operation of Section 318(c) thereof, such imposed duties
shall control, except as, and to the extent, expressly excluded from this Indenture, as permitted by the Trust Indenture Act of 1939.
If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act of 1939 that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 






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Section 15.8         
Table of Contents, Headings, etc. The table of contents and the titles and headings of the articles and sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.


 


Section 15.9        
Determination of Principal Amount. In determining whether the Holders of the requisite principal amount of Outstanding
Debt Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, (a) the principal amount of an Original Issue Discount Debt Security
that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as
of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01, (b) the principal
amount of any Debt Securities denominated in a Foreign Currency that shall be deemed to be Outstanding for such purposes shall be determined
by converting the Foreign Currency into Dollars at the Market Exchange Rate as of the date of such determination and (c) the principal
amount of any Indexed Debt Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal face
amount of such Indexed Debt Security at original issuance, unless otherwise provided in or pursuant to this Indenture.


 


Section 15.10       
Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original
and such counterparts shall together constitute but one and the same instrument. __________________________ hereby accepts the trusts
in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.


 


Article
16

Subordination of Debt Securities.


 


Section 16.1         
Debt Securities Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of Debt Securities,
by such Holder’s acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Debt Securities and
the payment of any and all amounts payable in respect of each and all of the Debt Securities is hereby expressly subordinated, to the
extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness, whether outstanding
on the date of this Indenture or thereafter incurred, assumed or guaranteed.


 


In the event (x) of any distribution
of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in a bankruptcy, insolvency,
reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and
liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer
of all or substantially all of the properties of the Company which complies with the requirements of Article Twelve, (y) that a default
shall have occurred and be continuing with respect to the payment of any amount payable in respect of any Senior Indebtedness, or (z)
that the principal of the Debt Securities of any series shall have been declared due and payable pursuant to Section 7.01 and such declaration
shall not have been rescinded and annulled as provided in Section 7.01, then:


 






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(a)              
in a circumstance described in the foregoing clause (x) or (y) the holders of all Senior Indebtedness, and in the circumstance
described in the foregoing clause (z) the holders of all Senior Indebtedness outstanding at the time the principal of such Debt Securities
(or in the case of Original Issue Discount Debt Securities, such portion of the principal amount) shall have been so declared due and
payable, shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money
or money’s worth, before the Holders of any of the Debt Securities are entitled to receive any payment in respect of the indebtedness
evidenced by the Debt Securities;


 


(b)              
any payment by, or distribution of assets of, the Company of any kind or character, whether in cash, property or securities (other
than securities of the Company as reorganized or readjusted or securities of the Company or any other Person provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article with respect to the
Debt Securities, to the payment of all Senior Indebtedness, provided that the rights of the holders of the Senior Indebtedness are not
altered by such reorganization or readjustment), to which the Holders of any of the Debt Securities would be entitled except for the
provisions of this Article shall be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy,
a receiver or liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness or their representative or representatives
or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been
issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each,
to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment
or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the
Holders of the indebtedness evidenced by the Debt Securities under this Indenture; and


 


(c)              
in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Company of any kind or character,
whether in cash, property or securities (other than securities of the Company as reorganized or readjusted or securities of the Company
or any other Person provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent
provided in this Article with respect to the Debt Securities, to the payment of all Senior Indebtedness, provided that the rights of
the holders of Senior Indebtedness are not altered by such reorganization or readjustment), shall be received by the Holders of any of
the Debt Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of
such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any
instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of
all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness.


 






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Section 16.2          
Subrogation. Subject to the payment in full of all Senior Indebtedness to which the indebtedness evidenced by the Debt
Securities is in the circumstances subordinated as provided in Section 16.01, the Holders of the Debt Securities shall be subrogated
to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the
Company applicable to such Senior Indebtedness until all amounts owing on the Debt Securities shall be paid in full, and, as between
the Company, its creditors other than holders of such Senior Indebtedness, and the Holders of the Debt Securities, no such payment or
distribution made to the holders of such Senior Indebtedness by virtue of this Article which otherwise would have been made to the Holders
of the Debt Securities shall be deemed to be a payment by the Company on account of such Senior Indebtedness, it being understood that
the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Debt
Securities, on the one hand, and the holders of Senior Indebtedness.


 


Section 16.3          
Obligation of the Company Unconditional. Nothing contained in this Article or elsewhere in this Indenture or in the Debt
Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Debt Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Debt
Securities the principal of and interest on and any additional amounts owing in respect of the Debt Securities as and when the same shall
become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Debt
Securities and creditors of the Company other than the holders of Senior Indebtedness nor shall anything herein or therein prevent the
Trustee or the Holder of any Debt Security from exercising all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness in respect of cash, property or securities
of the Company received upon the exercise of any such remedy.


 


Upon any payment or distribution
of assets of the Company referred to in this Article, the Trustee and the Holders of the Debt Securities shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization
proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for
the benefit of creditors, liquidating trustee or agent or other Person making any payment or distribution, delivered to the Trustee or
to the Holders of the Debt Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution,
the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount paid
or distributed thereon and all other facts pertinent thereto or to this Article.


 


Section 16.4         
Payments on Debt Securities Permitted. Nothing contained in this Article or elsewhere in this Indenture, or in any of the
Debt Securities, shall affect the obligation of the Company to make, or prevent the Company from making, payment of the principal of
or interest on or any additional amounts owing in respect of the Debt Securities in accordance with the provisions hereof and thereof,
except as otherwise provided in this Article.


 


Section 16.5         
Effectuation of Subordination by Trustee. Each Holder of Debt Securities, by such Holder’s acceptance thereof, authorizes
and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination
provided in this Article and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.


 






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Section 16.6       
Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness; Knowledge of Trustee. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth
in this Indenture, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall
not be liable to any such holders if it shall pay over or deliver to the Holders or the Company or any other Person, money or assets
to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. Notwithstanding the provisions
of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment of moneys to or by the Trustee in respect of the Debt Securities of any series, or the
taking of any other action by the Trustee, unless and until a Responsible Officer of the Trustee shall have received at the Corporate
Trust Office of the Trustee written notice thereof from the Company, any Holder of Debt Securities, any paying or conversion agent of
the Company or the holder or representative of any class of Senior Indebtedness; and before the receipt of any such written notice, the
Trustee shall be entitled in all respects to assume that no such facts exist; provided that if the Trustee shall not have received
the notice provided for in this Section at least three Business Days prior to the date upon which, by the terms hereof, any money may
become payable for any purpose (including the payment of the principal of or interest on, or additional amounts owing in respect of,
any Debt Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all power and authority to
receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to
the contrary which may be received by it during or after such three Business Day period.


 


Section 16.7       
Trustee May Hold Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article with respect to any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in Section 313 of the TIA or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder.


 


Nothing in this Article shall
apply to the claims of, or payments to, the Trustee under or pursuant to Sections 7.03 and 8.06.


 


Section 16.8       
Rights of Holders of Senior Indebtedness Not Impaired. No right of any present or future holder of any Senior Indebtedness
to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part
of the Company or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.


 


[Signature Page Follows]


 









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IN WITNESS WHEREOF, the undersigned
have signed this Indenture as of the date first set forth above.


 


	 	THE MARCUS CORPORATION
	 	 
	 	 
	 	 
	 	 	 
	 	By	                    
	 	 	 
	 	Title 	 



 


 


	 	_________________________, as Trustee
	 	 
	 	 
	 	By	                                    
	 	 	 
	 	Title