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	9
	Section 2.3	Form of Trustee’s Certificate of Authentication	10
	Section 2.4	Debt Securities in Global Form	10
	 	 	 
	Article 3 The Debt Securities.	12
	Section 3.1	Title and Terms	12
	Section 3.2	Denominations	14
	Section 3.3	Payment of Principal and Interest	14
	Section 3.4	Execution of Debt Securities	14
	Section 3.5	Temporary Debt Securities	16
	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	20
	Section 3.12	CUSIP Numbers	22
	 	 	 
	Article 4 Redemption of Debt Securities;
    Sinking Funds.	22
	Section 4.1	Applicability of Article	22
	Section 4.2	Notice of Redemption; Selection of Debt Securities	22
	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	24
	Section 4.5	Provisions with Respect to any Sinking Funds	24
	 	 	 
	Article 5 Particular Covenants of the Company.	26
	Section 5.1	Payment of Principal, Premium and Interest	26
	Section 5.2	Offices for Notices and Payments, etc.	26
	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	27
	Section 5.6	Waivers of Covenants	28
	 	 	 
	Article 6 Holders’ Lists and Reports
    by the Company and the Trustee.	28
	Section 6.1	Holders’ Lists	28
	Section 6.2	Preservation and Disclosure of Lists	28
	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.	29
	Section 7.1	Events of Default	29
	Section 7.2	Payment of Debt Securities Upon Default; Suit Therefor	32
	Section 7.3	Application of Moneys Collected by Trustee	33
	Section 7.4	Proceedings by Holders	34
	Section 7.5	Proceedings by Trustee	35
	Section 7.6	Remedies Cumulative and Continuing	35
	Section 7.7	Direction of Proceedings and Waiver of Defaults by
    Majority of Holders	35
	Section 7.8	Notice of Defaults	36
	Section 7.9	Undertaking to Pay Costs	36
	Section 7.10	Unconditional Right of Holders to Receive Principal,
    Premium and Interest	36
	 	 	 
	Article 8 Concerning the Trustee.	37
	Section 8.1	Duties and Responsibilities of Trustee	37
	Section 8.2	Reliance on Documents, Opinions, etc.	37
	Section 8.3	No Responsibility for Recitals, etc.	39
	Section 8.4	Trustee and Agents May Own Debt Securities	39
	Section 8.5	Moneys to be Held in Trust	39
	Section 8.6	Compensation and Expenses of Trustee	39
	Section 8.7	Officers’ Certificate as Evidence	40
	Section 8.8	Conflicting Interest of Trustee	40
	Section 8.9	Eligibility of Trustee	40
	Section 8.10	Resignation or Removal of Trustee	41
	Section 8.11	Acceptance by Successor Trustee	42
	Section 8.12	Succession by Merger, etc.	43
	Section 8.13	Limitation on Rights of Trustee as a Creditor	43
	Section 8.14	Authenticating Agents	44
	Section 8.15	Preferential Collection of Claims Against the Company.	46
	Section 8.16	Trustee's Application for Instructions from the Company.	46
	 	 	 
	Article 9 Concerning the Holders.	46
	Section 9.1	Action by Holders	46
	Section 9.2	Proof of Execution by Holders	47
	Section 9.3	Who Are Deemed Absolute Owners	47
	Section 9.4	Company-Owned Debt Securities Disregarded	47



 






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	Section 9.5	Revocation of Consents; Future Holders Bound	48
	 	 	 
	Article 10 Holders’ Meetings.	48
	Section 10.1	Purposes of Meetings	48
	Section 10.2	Call of Meetings by Trustee	48
	Section 10.3	Call of Meetings by Company or Holders	49
	Section 10.4	Qualifications for Voting	49
	Section 10.5	Regulations	49
	Section 10.6	Voting	50
	Section 10.7	No Delay of Rights by Meeting	50
	 	 	 
	Article 11 Supplemental Indentures.	50
	Section 11.1	Supplemental Indentures without Consent of Holders	50
	Section 11.2	Supplemental Indentures with Consent of Holders	52
	Section 11.3	Effect of Supplemental Indentures	53
	Section 11.4	Notation on Debt Securities	53
	Section 11.5	Evidence of Compliance of Supplemental Indenture to
    be Furnished Trustee	53
	 	 	 
	Article 12 Consolidation, Merger, Sale
    and Conveyance.	53
	Section 12.1	Company May Consolidate, etc., on Certain Terms	53
	Section 12.2	Successor Entity  to be Substituted	54
	Section 12.3	Opinion of Counsel to Be Given Trustee	54
	 	 	 
	Article 13 Satisfaction and Discharge of
    Indenture.	54
	Section 13.1	Satisfaction, Discharge and Defeasance of Debt Securities
    of any Series	54
	Section 13.2	Defeasance of Debt Securities of any Series	56
	Section 13.3	Application of Trust Funds; Indemnification	57
	Section 13.4	Return of Unclaimed Moneys	58
	Section 13.5	Reinstatement	58
	 	 	 
	Article 14 Immunity of Incorporators, Stockholders,
    Officers and Directors.	58
	Section 14.1	Indenture and Debt Securities Solely Obligations of
    the Company	58
	 	 	 
	Article 15 Miscellaneous Provisions.	59
	Section 15.1	Provisions Binding on Successors of the Company	59
	Section 15.2	Indenture for Sole Benefit of Parties and Holders of
    Debt Securities	59
	Section 15.3	Addresses for Notices, etc.	59
	Section 15.4	New York Contract	59
	Section 15.5	Evidence of Compliance with Conditions Precedent	59
	Section 15.6	Legal Holidays	60
	Section 15.7	Trust Indenture Act of 1939 to Control	60
	Section 15.8	Table of Contents, Headings, etc.	60
	Section 15.9	Determination of Principal Amount	60
	Section 15.10	Execution in Counterparts	61



 






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	Article 16 Subordination of Debt Securities.	61
	Section 16.1	Debt Securities Subordinated to Senior Indebtedness	61
	Section 16.2	Subrogation	62
	Section 16.3	Obligation of the Company Unconditional	63
	Section 16.4	Payments on Debt Securities Permitted	63
	Section 16.5	Effectuation of Subordination by Trustee	63
	Section 16.6	Trustee Has No Fiduciary Duty to Holders of Senior
    Indebtedness; Knowledge of Trustee	64
	Section 16.7	Trustee May Hold Senior Indebtedness	64
	Section 16.8	Rights of Holders of Senior Indebtedness Not Impaired	64


 




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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. 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.


 


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.


 




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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.


 


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.


 




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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.


 


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.


 


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.


 




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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.


 


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.


 




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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;


 


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.


 




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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.


 


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.


 




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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) obligations under capital leases, (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.


 


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.


 




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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.


 


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


 




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(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:


 


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.”


 




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(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.


 


(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.


 




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(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.


 


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);


 




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(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;


 


(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;


 




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(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).


 


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 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,
manually executed 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.


 




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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.


 


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


 




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(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 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.


 


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.


 




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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.


 


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.


 




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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.


 


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.


 




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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:


 


(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).


 




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(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.


 


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.


 




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(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.


 


(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.


 




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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.


 


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.


 




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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.


 


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.


 




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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.


 


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.


 




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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.


 


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.


 




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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.


 


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.


 




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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.


 


(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.


 




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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.


 


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.


 




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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 be filed with the Trustee.


 


Section
6.4           Reports by the Trustee.


 


(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 and of any delisting thereof.


 


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;


 




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(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, 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;


 


(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;


 




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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.


 


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.


 




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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 or bad faith.


 


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.


 




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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 or bad faith.


 


Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept, or adopt on behalf of any 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 or bad faith, and any other amounts owing the Trustee
under Section 8.06;


 




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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;


 


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.


 




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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.


 


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.


 




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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.


 


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.


 




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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.


 


(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;


 




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(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;


 


(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


 




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(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. 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.


 


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 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 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 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 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.


 




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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.


 


(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.


 




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(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.


 


(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.


 




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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.


 


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).


 




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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.


 


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.


 




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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.


 


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	 	 	as Authenticating Agent
	 	OR	 	 
	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 in regard to matters or questions arising under this Indenture as shall not adversely affect the interests
of the Holders of the Debt Securities;


 


(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;


 


(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


 




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(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.


 


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.


 




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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, an Opinion of Counsel and a written opinion of independent
public accountants, 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.


 


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.


 




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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.


 


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.


 


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.


 




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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:


 


(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;


 




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(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.


 


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.


 




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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	 


 


Indenture