Exhibit 4.5


 


XILIO THERAPEUTICS, INC.


 


and


 





 



 


Trustee


 


INDENTURE


 


Dated as of _______________


 


SUBORDINATED DEBT SECURITIES


 






     


     


    

 


CROSS-REFERENCE TABLE 1


 


	Section of Trust Indenture
    Act 

of 1939, as amended
	 	Section of

    Indenture

	310(a)	 	6.09
	310(b)	 	6.08

    6.10
	310(c)	 	Inapplicable
	311(a)	 	6.13
	311(b)	 	6.13
	311(c)	 	Inapplicable
	312(a)	 	4.01

    4.04
	312(b)	 	4.04(c)
	312(c)	 	4.04(c)
	313(a)	 	4.03
	313(b)	 	4.03
	313(c)	 	4.03
	313(d)	 	4.03
	314(a)	 	4.02
	314(b)	 	Inapplicable
	314(c)	 	2.04

    8.04

    9.01(c)

    10.01(b)

    11.05
	314(d)	 	Inapplicable
	314(e)	 	11.05
	314(f)	 	Inapplicable
	315(a)	 	6.01

    6.02
	315(b)	 	5.11
	315(c)	 	6.01
	315(d)	 	6.01
	 	 	6.02
	315(e)	 	5.12
	316(a)	 	5.09

    5.10

    7.04
	316(b)	 	5.06

    5.10
	316(c)	 	7.02
	317(a)	 	5.04
	317(b)	 	3.04
	318(a)	 	11.07


 





 






1 This
Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms
or provisions.



 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	ARTICLE 1	DEFINITIONS	1
	Section 1.01	 	Certain Terms Defined	1
	 	 	 	 
	ARTICLE 2	SECURITIES	7
	Section 2.01	 	Forms Generally	7
	Section 2.02	 	Form of Trustee’s Certificate of Authentication	8
	Section 2.03	 	Amount Unlimited; Issuable in Series	8
	Section 2.04	 	Authentication and Delivery of Securities	10
	Section 2.05	 	Execution of Securities	12
	Section 2.06	 	Certificate of Authentication	12
	Section 2.07	 	Denomination and Date of Securities; Payments of Interest	12
	Section 2.08	 	Registration, Transfer and Exchange	13
	Section 2.09	 	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	15
	Section 2.10	 	Cancellation of Securities; Destruction Thereof	16
	Section 2.11	 	Temporary Securities	16
	Section 2.12	 	CUSIP Numbers	16
	 	 	 	 
	ARTICLE 3	COVENANTS OF THE ISSUER	17
	Section 3.01	 	Payment of Principal and Interest	17
	Section 3.02	 	Offices for Payments, Etc	17
	Section 3.03	 	Appointment to Fill a Vacancy in Office of Trustee	17
	Section 3.04	 	Paying Agents	18
	Section 3.05	 	Written Statement to Trustee	18
	 	 	 	 
	ARTICLE 4	SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE	19
	Section 4.01	 	Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders	19
	Section 4.02	 	Reports by the Issuer	19
	Section 4.03	 	Reports by the Trustee	19
	Section 4.04	 	Preservation of Information; Communication with Securityholders	19
	 	 	 	 
	ARTICLE 5	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	20
	Section 5.01	 	Event of Default Defined; Acceleration of Maturity; Waiver of Default	20
	Section 5.02	 	Collection of Debt by Trustee; Trustee May Prove Debt	22
	Section 5.03	 	Application of Proceeds	24
	Section 5.04	 	Suits for Enforcement	24
	Section 5.05	 	Restoration of Rights on Abandonment of Proceedings	24
	Section 5.06	 	Limitations on Suits by Securityholders	25
	Section 5.07	 	Unconditional Right of Securityholders to Institute Certain Suits	25



 






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	Section 5.08	 	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	26
	Section 5.09	 	Control by Holders of Securities	26
	Section 5.10	 	Waiver of Past Defaults	26
	Section 5.11	 	Trustee to Give Notice of Default	27
	Section 5.12	 	Right of Court to Require Filing of Undertaking to Pay Costs	27
	 	 	 	 
	ARTICLE 6	CONCERNING THE TRUSTEE	27
	Section 6.01	 	Duties and Responsibilities of the Trustee; During Default; Prior to Default	27
	Section 6.02	 	Certain Rights of the Trustee	28
	Section 6.03	 	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	29
	Section 6.04	 	Trustee and Agents May Hold Securities; Collections, Etc	29
	Section 6.05	 	Moneys Held by Trustee	29
	Section 6.06	 	Compensation and Indemnification of Trustee and Its Prior Claim	30
	Section 6.07	 	Right of Trustee to Rely on Officer’s Certificate, Etc	30
	Section 6.08	 	Disqualification; Conflicting Interests	30
	Section 6.09	 	Persons Eligible for Appointment as Trustee	30
	Section 6.10	 	Resignation and Removal; Appointment of Successor Trustee	31
	Section 6.11	 	Acceptance of Appointment by Successor Trustee	32
	Section 6.12	 	Merger, Conversion, Consolidation or Succession to Business of Trustee	33
	Section 6.13	 	Preferential Collection of Claims Against the Issuer	33
	 	 	 	 
	ARTICLE 7	CONCERNING THE SECURITYHOLDERS	34
	Section 7.01	 	Evidence of Action Taken by Securityholders	34
	Section 7.02	 	Proof of Execution of Instruments and of Holding of Securities	34
	Section 7.03	 	Holders to Be Treated as Owners	34
	Section 7.04	 	Securities Owned by Issuer Deemed Not Outstanding	34
	Section 7.05	 	Right of Revocation of Action Taken	35
	 	 	 	 
	ARTICLE 8	SUPPLEMENTAL INDENTURES	35
	Section 8.01	 	Supplemental Indentures Without Consent of Securityholders	35
	Section 8.02	 	Supplemental Indentures With Consent of Securityholders	37
	Section 8.03	 	Effect of Supplemental Indenture	38
	Section 8.04	 	Documents to Be Given to Trustee	38
	Section 8.05	 	Notation on Securities in Respect of Supplemental Indentures	38
	 	 	 	 
	ARTICLE 9	CONSOLIDATION, MERGER, SALE OR CONVEYANCE	38
	Section 9.01	 	Issuer May Consolidate, Etc., on Certain Terms	38
	Section 9.02	 	Successor Issuer Substituted	39
	 	 	 	 
	ARTICLE 10	SATISFACTION AND DISCHARGE OF INDENTURE;
    DEFEASANCE; UNCLAIMED MONEYS	39
	Section 10.01	 	Satisfaction and Discharge of Indenture; Defeasance	39
	Section 10.02	 	Application by Trustee of Funds Deposited for Payment of Securities	43
	Section 10.03	 	Repayment of Moneys Held by Paying Agent	43



 






     


     


    


 


	Section 10.04	 	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	43
	Section 10.05	 	Indemnity for U.S. Government Obligations and Foreign Government Obligations	44
	 	 	 	 
	ARTICLE 11	MISCELLANEOUS PROVISIONS	44
	Section 11.01	 	No Recourse	44
	Section 11.02	 	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities	44
	Section 11.03	 	Successors and Assigns of Issuer Bound by Indenture	44
	Section 11.04	 	Notices and Demands on Issuer, Trustee and Holders of Securities	45
	Section 11.05	 	Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	45
	Section 11.06	 	Payments Due on Saturdays, Sundays and Holidays	46
	Section 11.07	 	Conflict of Any Provision of Indenture With Trust Indenture Act of 1939	46
	Section 11.08	 	New York Law to Govern	47
	Section 11.09	 	Counterparts	47
	Section 11.10	 	Effect of Headings	47
	Section 11.11	 	Actions by Successor	47
	Section 11.12	 	Severability	47
	 	 	 	 
	ARTICLE 12	REDEMPTION OF SECURITIES AND SINKING FUNDS	47
	Section 12.01	 	Applicability of Article	47
	Section 12.02	 	Notice of Redemption; Partial Redemptions	47
	Section 12.03	 	Payment of Securities Called for Redemption	49
	Section 12.04	 	Exclusion of Certain Securities from Eligibility for Selection for Redemption	49
	Section 12.05	 	Mandatory and Optional Sinking Funds	49
	 	 	 	 
	ARTICLE 13	SUBORDINATION OF SECURITIES	52
	Section 13.01	 	Agreement of Subordination	52
	Section 13.02	 	Payments to Securityholders	52
	Section 13.03	 	Subrogation of Securities	53
	Section 13.04	 	Authorization by Securityholders	54
	Section 13.05	 	Notice to Trustee	54
	Section 13.06	 	Trustee’s Relation to Senior Indebtedness	55
	Section 13.07	 	No Impairment of Subordination	55
	Section 13.08	 	Rights of Trustee	55



 






     


     


    


 


THIS INDENTURE, dated as of _________ between
Xilio Therapeutics, Inc., a Delaware corporation (the “Issuer”), and ________, a _______ (the “Trustee”),


 


W I T N E S S E T H:


 


WHEREAS, the Issuer may from time to time duly
authorize the issue of its unsecured subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series
(the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with
the terms of this Indenture;


 


WHEREAS, the Issuer has duly authorized the execution
and delivery of this Indenture to provide, among other things, for the authentication, delivery and administration of the Securities;
and


 


WHEREAS, all things necessary to make this Indenture
a valid indenture and agreement according to its terms have been done;


 


NOW, THEREFORE:


 


In consideration of the premises and the purchases
of the Securities by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit
of the respective holders from time to time of the Securities as follows:


 


ARTICLE 1

DEFINITIONS


 


Section 1.01     Certain
Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for
all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section.
All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which in the Securities
Act of 1933, as amended are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities
Act of 1933, as amended (except as herein otherwise expressly provided or unless the context otherwise clearly requires), shall have
the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act of 1933 as in force at the date of this Indenture.
All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally
accepted accounting principles, and the term “generally accepted accounting principles” means such accounting principles
as are generally accepted in the United States at the time of any computation. The words “herein”, “hereof” and
 “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural
as well as the singular.


 


“Additional
Amounts” means any additional amounts that are required by this Indenture or by any Security, under circumstances specified
herein or therein, to be paid by the Issuer in respect of certain taxes, assessments or other governmental charges imposed on Holders
specified therein and which are owing to such Holders.


 






     


     


    

 


“Applicable Procedures” means,
with respect to a Depositary, as to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable
to such matter at such time.


 


“Board of Directors” means
either the Board of Directors of the Issuer or any committee of such Board duly authorized to act on its behalf.


 


“Board Resolution” means a
copy of one or more resolutions, certified by the secretary or an assistant secretary of the Issuer to have been duly adopted by the
Board of Directors and to be in full force and effect, and delivered to the Trustee.


 


“Business Day” means, with
respect to any Security, a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified
in the form of such Security, is not a day on which banking institutions are authorized or required by law or regulation to close.


 


“Capital
Stock” means (a) in the case of a corporation, corporate stock; (b) in the case of an association or business
entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person, but excluding from all of the foregoing any Debt securities convertible into Capital Stock, whether
or not such Debt securities include any right of participation with Capital Stock.


 


“Commission” means the Securities
and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after
the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust
Indenture Act of 1939, then the body performing such duties on such date.


 


“Common Stock” means shares
of common stock, par value $0.0001 per share, of the Issuer as the same exists at the date of execution and delivery of this Indenture
or as such stock may be reconstituted from time to time.


 


“Corporate Trust Office” means
the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered,
which office is, at the date as of which this Indenture is dated, located at __________.


 


“Debt” of any Person means
any debt for money borrowed which is created, assumed, incurred or guaranteed in any manner by such Person or for which such Person is
otherwise responsible or liable, and shall expressly include any such guaranty thereof by such Person. For the purpose of computing the
amount of the Debt of any Person there shall be excluded all Debt of such Person for the payment or redemption or satisfaction of which
money or securities (or evidences of such Debt, if permitted under the terms of the instrument creating such Debt) in the necessary amount
shall have been deposited in trust with the proper depositary, whether upon or prior to the maturity or the date fixed for redemption
of such Debt; and, in any instance where Debt is so excluded, for the purpose of computing the assets of such Person there shall be excluded
the money, securities or evidences of Debt deposited by such Person in trust for the purpose of paying or satisfying such Debt.


 






    	 	-2-	 



     


    

 


“Depositary” means, with respect
to the Securities of any series issuable or issued in the form of one or more Global Securities, the Person designated as Depositary
by the Issuer pursuant to Section 2.04 until a successor Depositary shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder,
and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Global Securities of that series.


 


“Dollar” means the currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


“Event of Default” means any
event or condition specified as such in Section 5.01.


 


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


 


“Foreign
Government Obligation” means (a) a direct obligation of the government of a country other than the United States
of America, backed by the full faith and credit of such government, (b) an obligation of a Person controlled or supervised by and
acting as an agency or instrumentality of such government, the payment of which is unconditionally guaranteed as a full faith and credit
obligation by such government or (c) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act of 1933) as custodian with respect to any Foreign Government Obligation which is specified in clause (a) and held by such bank
for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any
such Foreign Government Obligation which is so specified and held, 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 depositary receipt from any amount received by the custodian in respect
of the Foreign Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 


“Global Security” means a Security
evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with Section 2.04, and
bearing the legend prescribed in Section 2.04.


 


“Holder”, “holder”,
“holder of Securities”, “Securityholder” or other similar terms mean the Person in whose name
such Security is registered in the Security register kept by the Issuer for that purpose in accordance with the terms hereof.


 


“Indenture” means this instrument
as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall
include the forms and terms of particular series of Securities established as contemplated hereunder.


 


“interest”, unless the context
otherwise requires, refers to interest, and when used with respect to non-interest bearing Securities, refers to interest payable after
maturity, if any.


 






    	 	-3-	 



     


    

 


“Interest Payment Date”, with
respect to any Security, means the Stated Maturity of an installment of interest on such Security.


 


“Issuer” means Xilio Therapeutics, Inc.,
a Delaware corporation, and, subject to Article 9, its successors and assigns.


 


“Issuer Order” means a written
statement, request or order of the Issuer signed in its name by the chairman of the Board of Directors, the president or any vice president
of the Issuer.


 


“Notice
of Default” shall have the meaning set forth in Section 5.01(c).


 


“Officer’s Certificate”
means a certificate signed by the chairman of the Board of Directors, the president, any vice president, the treasurer, the secretary
or any assistant secretary of the Issuer and delivered to the Trustee. Each such certificate shall comply with Section 314 of the
Trust Indenture Act of 1939 and, except to the extent provided herein, shall include the statements provided for in Section 11.05.


 


“Opinion of Counsel” means
an opinion in writing signed by the general corporate counsel or such other legal counsel who may be an employee of or counsel to the
Issuer and who shall be satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act
of 1939 and shall include the statements provided for in Section 11.05, if and to the extent required hereby.


 


“original issue date” of any
Security (or portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security (or portion
thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.


 


“Original Issue Discount Security”
means any Security that 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 5.01.


 


“Outstanding”, when used with
reference to Securities, shall, subject to the provisions of Section 7.04, mean, as of any particular time, all Securities authenticated
and delivered by the Trustee under this Indenture, except


 


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


 


(b)            Securities,
or portions thereof, for the payment or redemption of which cash, U.S. Government Obligations or Foreign Government Obligations (as provided
for in Section 10.01(a) and Section 10.01(b)) in the necessary amount shall have been deposited in trust with the Trustee
or with any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the Holders
of such Securities (if the Issuer shall act as its own paying agent); provided, that if such Securities, or portions thereof,
are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory
to the Trustee shall have been made for giving such notice;


 






    	 	-4-	 



     


    

 


(c)            Securities
as to which Legal Defeasance shall have been effected pursuant to Section 10.01(b);


 


(d)            Securities
in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the
terms of Section 2.09 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that
such Security is held by a Person in whose hands such Security is a legal, valid and binding obligation of the Issuer), Securities converted
into Common Stock pursuant hereto and Securities not deemed outstanding pursuant to Section 12.02; and


 


(e)            Securities
as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been made available), or as to
which any other particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated in Section 2.03.


 


In
determining whether the Holders of the requisite principal amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount 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 5.01, (B) if,
as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such
Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 2.03,
and (C) the principal amount of a Security denominated in one or more foreign currencies, composite currencies or currency units
which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated
by Section 2.03, of the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above,
of the amount determined as provided in such clause).


 


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


 


“principal” whenever used with
reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if any”.


 


“record
date” shall have the meaning set forth in Section 2.07.


 


“Responsible Officer”, when
used with respect to the Trustee, means the chairman of the board of directors, any vice chairman of the board of directors, the chairman
of the trust committee, the chairman of the executive committee, any vice chairman of the executive committee, the president, any vice
president, the cashier, the secretary, the treasurer, any trust officer, any assistant trust officer, any assistant vice president, any
assistant cashier, any assistant secretary, any assistant treasurer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of his or her knowledge of and familiarity with the particular subject.


 






    	 	-5-	 



     


    

 


“Security” or “Securities”
has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated and delivered
under this Indenture.


 


“Security Registrar” shall
have the meaning set forth in Section 4.01(b).


 


“Senior Indebtedness” of a
Person means the principal of, premium, if any, interest on, and any other payment due pursuant to any of the following, whether outstanding
at the date hereof or hereafter incurred or created:


 


(a)            all
of the indebtedness of that Person for money borrowed;


 


(b)            all
of the indebtedness of that Person evidenced by notes, debentures, bonds or other securities sold by that Person for money;


 


(c)            all
of the lease obligations which are capitalized on the books of that Person in accordance with generally accepted accounting principles;


 


(d)            all
indebtedness of others of the kinds described in either of the preceding clauses (a) or (b) above and all lease obligations
of others of the kind described in the preceding clause (c) above that the Person, in any manner, assumes or guarantees or that
the Person in effect guarantees through an agreement to purchase, whether that agreement is contingent or otherwise; and


 


(e)            all
renewals, extensions or refundings of indebtedness of the kinds described in any of the preceding clauses (a), (b) and (d) and
all renewals or extensions of leases of the kinds described in either of the preceding clauses (c) or (d) above;


 


unless,
in the case of any particular indebtedness, lease, renewal, extension or refunding, the instrument or lease creating or evidencing it
or the assumption or guarantee relating to it expressly provides that such indebtedness, lease, renewal, extension or refunding is not
superior in right of payment to the Securities.


 


“Stated Maturity”, with respect
to any Security or any installment of principal thereof or interest thereon or any Additional Amounts with respect thereto, means the
date established by or pursuant to this Indenture or such Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due and payable.


 


“Subsidiary” means any corporation
or other entity (including, without limitation, partnerships, limited liability companies, joint ventures and associations) of which
at least a majority of the outstanding Capital Stock having by the terms thereof (without regard to the occurrence or any contingency)
ordinary voting power for the election of directors (or persons performing similar functions) of such corporation or other entity (irrespective
of whether or not at the time the Capital Stock of any other class or classes of such corporation or other entity shall have or might
have voting power by reason of the occurrence of any such contingency) is at the time directly or indirectly owned by the Issuer, or
by one or more Subsidiaries of the Issuer, or by the Issuer and one or more other Subsidiaries of the Issuer.


 






    	 	-6-	 



     


    

 


“Trust Indenture Act of 1939”
(except as otherwise provided in Sections 8.01 and 8.02) means the Trust Indenture Act of 1939 as in force at the date as of which this
Indenture was originally executed.


 


“Trustee” means the Person
identified as “Trustee” in the first paragraph hereof and, subject to the provisions of Article 6, shall also
include any successor trustee. “Trustee” shall also mean or include each Person who is then a trustee hereunder and
if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series
shall mean the trustee with respect to the Securities of such series.


 


“U.S. Government Obligation”
means (a) a direct obligation of the United States of America, backed by its full faith and credit, or (b) an obligation of
a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the United States of America.


 


“vice president”, when used
with respect to the Issuer or the Trustee, means any vice president, whether or not designated by a number or a word or words added before
or after the title of “vice president”.


 


“Yield to Maturity” means the
yield to maturity on a series of securities, calculated at the time of issuance of such series, or, if applicable, at the most recent
redetermination of interest on such series, and calculated in accordance with accepted financial practice.


 


ARTICLE 2

SECURITIES


 


Section 2.01     Forms
Generally. The Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established
by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to (rather
than set forth in) a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by
this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the
provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with
any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities
as evidenced by their execution of such Securities.


 


The definitive Securities shall be printed, lithographed
or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities
as evidenced by their execution of such Securities.


 






    	 	-7-	 



     


    

 


Section 2.02     Form of
Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially
the following form:


 


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


 


	 	 
	 	as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Authorized Officer






 


Section 2.03     Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


 


The Securities may be issued in one or more series.
The terms of a series of Securities shall be established prior to the initial issuance thereof in or pursuant to one or more Board Resolutions,
or, to the extent established pursuant to (rather than set forth in) a Board Resolution, in an Officer’s Certificate detailing
such establishment and/or established in one or more indentures supplemental hereto. The terms of such series reflected in such Board
Resolution, Officer’s Certificate, or supplemental indenture may include the following or any additional or different terms:


 


(a)            the
designation of the Securities of the series (which may be part of a series of Securities previously issued);


 


(b)            any
limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 2.08, 2.09, 2.11, 8.05 or 12.03);


 


(c)            the
date or dates on which the principal of the Securities of the series is payable or the method used to determine those dates and the right,
if any, to extend such date or dates;


 


(d)            the
rate or rates at which the Securities of the series shall bear interest, if any or the method by which such rate or rates shall be determined;
the record date or dates for the determination of holders to whom interest is payable; the date or dates from which such interest shall
accrue and on which such interest shall be payable , or the method by which such date or dates shall be determined; the right, if any,
to extend the interest payment periods and the duration of that extension; and the basis upon which interest shall be calculated if other
than that of a 360-day year of twelve 30-day months;


 


(e)            the
place or places where the principal of and any interest on Securities of the series shall be payable (if other than as provided in Section 3.02);


 






    	 	-8-	 



     


    

 


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


 


(g)            if
other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities of the
series shall be issuable;


 


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


 


(i)            if
other than Dollars, the currency, currencies or currency units in which the Securities of the series are denominated;


 


(j)            if
other than the currency in which the Securities of the series are denominated, the currency in which payment of the principal of or interest
on the Securities of such series shall be payable;


 


(k)            if
the principal of or interest on the Securities of the series is to be payable, at the election of the Issuer or a Holder thereof, in
a currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions
upon which, such election may be made;


 


(l)            if
the amount of payments of principal of and interest on the Securities of the series may be determined by reference to an index based
on a currency other than that in which the Securities of the series are denominated, or by reference to one or more currency exchange
rates, securities or baskets of securities, commodity prices or indices, the manner in which such amounts shall be determined;


 


(m)            the
terms and conditions, if applicable, upon which conversion or exchange of the Securities into Common Stock will be effected, including
the initial conversion or exchange price or rate and any adjustments thereto, the conversion or exchange period and other provisions
in addition to or in lieu of those described herein;


 


(n)            if
the Securities of the series may be issued in exchange for surrendered Securities of another series, or for other securities of the Issuer,
pursuant to the terms of such Securities or securities or of any agreement entered into by the Issuer, the ratio of the principal amount
of the Securities of the series to be issued to the principal amount of the Securities or securities to be surrendered in exchange, and
any other material terms of the exchange;


 


(o)            if
Sections 10.01(b) or 10.01(c) are inapplicable to Securities of such series;


 


(p)            whether
and under what circumstances the Issuer will pay Additional Amounts on the Securities and, if so, whether the Issuer will have the option
to redeem such Securities rather than pay such additional amounts;


 






    	 	-9-	 



     


    

 


(q)            if
the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security
of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms
of such certificates, documents or conditions;


 


		(r)	any trustees, authenticating or paying agents, transfer agents or registrars
                                            or any other agents with respect to the Securities of such series;



 


		(s)	any other events of default or covenants with respect to the Securities
                                            of such series in addition to or in lieu of those contained in this Indenture;



 


		(t)	the extent to which payments on the Securities will be subordinated
                                            to the payment of Senior Indebtedness of the Issuer; and



 


(u)            any
other terms of the series.


 


The Issuer may from time to time, without notice
to or the consent of the holders of any series of Securities, create and issue further Securities of any such series ranking equally
with the Securities of such series in all respects (or in all respects other than (1) the payment of interest accruing prior to
the issue date of such further Securities or (2) the first payment of interest following the issue date of such further Securities).
Such further Securities may be consolidated and form a single series with the Securities of such series and have the same terms as to
status, redemption or otherwise as the Securities of such series.


 


Section 2.04     Authentication
and Delivery of Securities. The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication
together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures
acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original
issue date, interest rate and any other terms of the Securities of such series shall be determined by or pursuant to such Issuer Order
and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions
from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. In authenticating such Securities
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Section 6.01) shall be fully protected in relying upon:


 


(a)            an
Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the
Issuer;


 


(b)            any
Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant
to which the forms and terms of the Securities were established;


 


(c)            an
Officer’s Certificate setting forth the form or forms and terms of the Securities stating that the form or forms and terms of the
Securities have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as
the Trustee may reasonably request; and


 






    	 	-10-	 



     


    

 


(d)            an
Opinion of Counsel to the effect that:


 


(i)            the
form or forms and terms of such Securities have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture,


 


(ii)           the
authentication and delivery of such Securities by the Trustee are authorized under the provisions of this Indenture, and


 


(iii)          such
Securities when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer,


 


and covering such other matters as the Trustee may reasonably request.


 


The Trustee shall have the right to decline to
authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee,
or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal
liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture
or otherwise.


 


The Issuer shall execute and the Trustee shall,
in accordance with this Section with respect to the Securities of a series, authenticate and deliver one or more Global Securities
that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities
of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or
Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instructions and (iv) shall bear a legend substantially to the following effect:


 


“UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”


 


Each Depositary designated pursuant to this Section must,
at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange
Act of 1934, as amended and any other applicable statute or regulation.


 






    	 	-11-	 



     


    

 


Section 2.05      Execution
of Securities. The Securities shall be signed on behalf of the Issuer by the chairman of its Board of Directors, any vice chairman
of its Board of Directors, its chief executive officer, its principal financial officer, its president, any vice president or its treasurer.
Such signatures may be the manual or facsimile signatures of the present or any future such officers. Typographical and other minor errors
or defects in any such reproduction of any such signature shall not affect the validity or enforceability of any Security that has been
duly authenticated and delivered by the Trustee.


 


In case any officer of the Issuer who shall have
signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the
Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person
who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of
the execution and delivery of this Indenture any such person was not such an officer.


 


Section 2.06      Certificate
of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore
recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. The execution of such certificate by the Trustee upon any Security executed by the
Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.


 


Section 2.07      Denomination
and Date of Securities; Payments of Interest. The Securities of each series shall be issuable in denominations established as contemplated
by Section 2.03 or, if not so established, in denominations of $2,000 and any integral multiple of $1,000 thereof. The Securities
of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers
of the Issuer executing the same may determine with the approval of the Trustee, as evidenced by the execution and authentication thereof.
Unless otherwise indicated in a Board Resolution, Officer’s Certificate or supplemental indenture for a particular series, interest
will be calculated on the basis of a 360-day year of twelve 30-day months.


 


Each Security shall be dated the date of its authentication.
The Securities of each series shall bear interest, if any, from the date, and such interest shall be payable on the dates, established
as contemplated by Section 2.03.


 


The Person in whose name any Security of any series
is registered at the close of business on any record date applicable to a particular series with respect to any Interest Payment Date
for such series shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding any transfer,
exchange or conversion of such Security subsequent to the record date and prior to such Interest Payment Date, except if and to the extent
the Issuer shall default in the payment of the interest due on such Interest Payment Date for such series, in which case such defaulted
interest shall be paid to the Persons in whose names Outstanding Securities for such series are registered at the close of business on
a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established
by notice given by or on behalf of the Issuer to the Holders of Securities not less than 15 days preceding such subsequent record date.
The term “record date” as used with respect to any Interest Payment Date (except a date for payment of defaulted interest)
for the Securities of any series shall mean the date specified as such in the terms of the Securities of such series established as contemplated
by Section 2.03, or, if no such date is so specified, if such Interest Payment Date is the first day of a calendar month, the 15th
day of the immediately preceding calendar month or, if such Interest Payment Date is the 15th day of a calendar month, the first day
of such calendar month, whether or not such record date is a Business Day.


 






    	 	-12-	 



     


    

 


Section 2.08      Registration,
Transfer and Exchange. The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.02
for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide
for the registration of Securities of such series and the registration of transfer of Securities of such series. Such register shall
be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At
all reasonable times such register or registers shall be open for inspection by the Trustee.


 


Upon due presentation for registration of transfer
of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.02, the Issuer
shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities
of the same series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount.


 


At the option of the Holder thereof, Securities
of any series (except a Global Security) may be exchanged for a Security or Securities of such series having authorized denominations
and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be
maintained for such purpose in accordance with Section 3.02 and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive. All Securities surrendered upon any exchange or transfer
provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee and the Trustee will deliver a certificate
of disposition thereof to the Issuer.


 


All Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder or his or her attorney
duly authorized in writing.


 


The Issuer may require payment of a sum sufficient
to cover any stamp or other tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer
of Securities. No service charge shall be made for any such transaction.


 


The Issuer shall not be required to exchange or
register a transfer of (a) any Securities of any series for a period of 15 days immediately preceding the first delivery of notice
of redemption of Securities of such series to be redeemed or (b) any Securities selected, called or being called for redemption,
in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.


 






    	 	-13-	 



     


    

 


Notwithstanding any other provision of this Section 2.08,
unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all
or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.


 


If at any time the Depositary for the Securities
of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any
time the Depositary for the Securities of a series shall no longer be eligible under Section 2.04, the Issuer shall appoint a successor
Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed
by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s determination
pursuant to Section 2.03 that the Securities of such series be represented by a Global Security shall no longer be effective and
the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities
of such series, in exchange for such Global Security or Securities.


 


The Issuer may at any time and in its sole discretion
determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global
Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the
authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive
registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series, in exchange for such Global Security or Securities.


 


The Depositary for such Global Security may surrender
such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form in accordance with
the two preceding paragraphs or on such other terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute, and the Trustee shall authenticate and deliver, without service charge,


 


(i)            to
the Person specified by such Depositary a new Security or Securities of the same series, of any authorized denominations as requested
by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security;
and


 


(ii)            to
such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (i) above.


 






    	 	-14-	 



     


    

 


Upon the exchange of a Global Security for Securities
in definitive registered form, in authorized denominations, such Global Security shall be cancelled by the Trustee. Securities in definitive
registered form issued in exchange for a Global Security pursuant to this Section 2.08 shall be registered in such names and in
such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to or as directed by the Persons in whose names such
Securities are so registered.


 


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


 


Section 2.09      Mutilated,
Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall become mutilated or defaced or
be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the
Trustee shall authenticate and deliver a new Security of the same series, maturity date, interest rate and original issue date, bearing
a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced
Security, or in lieu of and substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substitute
Security shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as may
be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence
to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof and in the case of mutilation or
defacement shall surrender the Security to the Trustee.


 


Upon the issuance of any substitute Security,
the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security which has matured
or is about to mature or has been called for redemption in full, or is being surrendered for conversion in full, shall become mutilated
or defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Security (with the Holder’s consent,
in the case of convertible Securities), pay or authorize the payment of the same or convert, or authorize conversion of the same (without
surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Issuer
and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent
of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.


 






    	 	-15-	 



     


    

 


Every substitute Security of any series issued
pursuant to the provisions of this Section by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute
an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable
by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series duly authenticated and delivered hereunder. All Securities
shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with
respect to the replacement or payment or conversion of mutilated, defaced or destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without their surrender.


 


Section 2.10      Cancellation
of Securities; Destruction Thereof. All Securities surrendered for exchange for Securities of the same series or for payment, redemption,
registration of transfer or conversion or for credit against any payment in respect of a sinking or analogous fund, if surrendered to
the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee,
shall be cancelled by it; and no 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 Securities held by it and deliver a certificate of disposition to the Issuer.
If the Issuer shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the Debt represented
by such Securities unless and until the same are delivered to the Trustee for cancellation.


 


Section 2.11      Temporary
Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate
and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory
to the Trustee). Temporary Securities of any series shall be issuable in any authorized denomination, and substantially in the form of
the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities,
all as may be determined by the Issuer with the concurrence of the Trustee as evidenced by the execution and authentication thereof.
Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Security shall
be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities
of such series and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office
or agency to be maintained by the Issuer for that purpose pursuant to Section 3.02 and the Trustee shall authenticate and deliver
in exchange for such temporary Securities of such series an equal aggregate principal amount of definitive Securities of the same series
having authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series, unless the benefits of the temporary Securities are limited pursuant to Section 2.03.


 


Section 2.12      CUSIP
Numbers. The Issuer in issuing the Securities may use “CUSIP” numbers if then generally in use and, if so, the Trustee
may use “CUSIP” numbers in notices of redemption as a convenience to Holders. Any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the Securities. No such redemption shall be affected by any
defect in or omission of such numbers.


 






    	 	-16-	 



     


    

 


ARTICLE 3

COVENANTS OF THE ISSUER


 


Section 3.01      Payment
of Principal and Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually
pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together with any additional amounts
payable pursuant to the terms of such Securities) at the place or places, at the respective times and in the manner provided in such
Securities and in this Indenture. The interest on Securities (together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only to or upon the written order of the Holders thereof and at the option of the Issuer may be paid by
mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the Security
register of the Issuer.


 


Section 3.02      Offices
for Payments, Etc. The Issuer will maintain (i) in _______, an agency where the Securities of each series may be presented for
payment, an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this
Indenture and an agency where the Securities of each series may be presented for registration of transfer as in this Indenture provided
and (ii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.03.


 


The Issuer will maintain in __________, an agency
where notices and demands to or upon the Issuer in respect of the Securities of any series or this Indenture may be served.


 


The Issuer will give to the Trustee written notice
of the location of each such agency and of any change of location thereof. In case the Issuer shall fail to maintain any agency required
by this Section to be located in __________, or shall fail to give such notice of the location or of any change in the location
of any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee.


 


The Issuer may from time to time designate one
or more additional agencies where the Securities of a series may be presented for payment, where the Securities of that series may be
presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and where the Securities
of that series may be presented for registration of transfer as in this Indenture provided, and the Issuer may from time to time rescind
any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission
shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give
to the Trustee prompt written notice of any such designation or rescission thereof.


 


Section 3.03      Appointment
to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each series
of Securities hereunder.


 






    	 	-17-	 



     


    

 


Section 3.04      Paying
Agents. Whenever the Issuer shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it
will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section,


 


(a)            that
it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series (whether
such sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the benefit of the
Holders of the Securities of such series or of the Trustee,


 


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


 


(c)            that
at any time during the continuance of any such failure, upon the written request of the Trustee, it will forthwith pay to the Trustee
all sums so held in trust by such paying agent.


 


The Issuer will, on or prior to each due date
of the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such principal
or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of any failure
to take such action.


 


If the Issuer shall act as its own paying agent
with respect to the Securities of any series, it will, on or before each due date of the principal of or interest on the Securities of
such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient
to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action.


 


Anything in this Section to the contrary
notwithstanding, but subject to Section 10.01, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge
with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held
by the Trustee upon the trusts herein contained.


 


Anything in this Section to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 10.03
and 10.04.


 


Section 3.05      Written
Statement to Trustee. So long as any Securities are Outstanding hereunder, the Issuer will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Issuer ending after the date hereof, a written certificate covering the previous fiscal year,
(which need not comply with Section 11.05), signed by its principal executive officer, principal financial officer or principal
accounting officer, stating whether or not, to the best knowledge of such officer, the Issuer is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided
hereunder) and, if the Issuer shall be in default, specifying all such defaults and the nature and status thereof of which they may have
knowledge.


 






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ARTICLE 4

SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE


 


Section 4.01      Issuer
to Furnish Trustee Information as to Names and Addresses of Securityholders. The Issuer covenants and agrees that it will furnish
or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the Holders
of the Securities of each series pursuant to Section 312 of the Trust Indenture Act of 1939:


 


(a)            semiannually
and not more than 15 days after each record date for the payment of interest on such Securities, as hereinabove specified, as of such
record date and on dates to be determined pursuant to Section 2.03 for non-interest bearing Securities in each year, and


 


(b)            at
such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer of any such request as of a date not
more than 15 days prior to the time such information is furnished, provided, that, if and so long as the Trustee shall be the
Security registrar (the “Security Registrar”) for such series, such list shall not be required to be furnished.


 


Section 4.02      Reports
by the Issuer. The Issuer covenants to comply with Section 314(a) of the Trust Indenture Act of 1939 insofar as it relates
to information, documentation and other reports which the Issuer may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended.


 


Section 4.03      Reports
by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted
on or before ______ in each year following the date hereof, so long as any Securities are Outstanding hereunder, and shall be dated as
of a date convenient to the Trustee but no more than 60 nor less than 45 days prior thereto. The Trustee shall comply with Sections 313(b),
313(c) and 313(d) of the Trust Indenture Act of 1939.


 


Section 4.04      Preservation
of Information; Communication with Securityholders. (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 Securities contained in the most recent list furnished to it as provided
in Section 4.01 and as to the names and addresses of holders of Securities received by the Trustee in its capacity as Security Registrar
(if acting in such capacity).


 


		(b)	The Trustee may destroy any list furnished to it as provided in Section 4.01
                                            upon receipt of a new list so furnished.



 


		(c)	Securityholders may communicate as provided in Section 312(b) of
                                            the Trust Indenture Act of 1939 with other Securityholders with respect to their rights under
                                            this Indenture or under the Securities. The Issuer, the Trustee, the Security Registrar and
                                            any other Person shall have the protection of Section 312(c) of the Trust Indenture
                                            Act of 1939.



 






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ARTICLE 5

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


 


Section 5.01      Event
of Default Defined; Acceleration of Maturity; Waiver of Default. “Event of Default”, with respect to Securities
of any series wherever used herein, means any one of the following events which shall have occurred and be continuing (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):


 


(a)            default
in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of 30 days (or such other period as may be established for the Securities of such series
as contemplated by Section 2.03); or


 


(b)            default
in the payment of all or any part of the principal on any of the Securities of such series as and when the same shall become due and
payable either at maturity, upon redemption, by declaration or otherwise (and, if established for the Securities of such series as contemplated
by Section 2.03, the continuance of such default for a specified period); or


 


(c)            default
in the performance, or breach, of any covenant or agreement of the Issuer in respect of the Securities of such series (other than a covenant
or agreement in respect of the Securities of such series a default in the performance or breach of which is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified
mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or


 


(d)            a
court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Issuer or for all or substantially all of its property and assets or
ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or


 


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


 






    	 	-20-	 



     


    

 


(f)            any
other Event of Default provided for in such series of Securities.


 


If an Event of Default described in clauses (a),
(b), (c) or (f) occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities
of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of such series then Outstanding hereunder (each such series voting as a separate class) by notice in writing
to the Issuer (and also to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of such
series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series)
of all Securities of such series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable. If an Event of Default described in clauses (d) or (e) occurs and is continuing,
then and in each and every such case, the entire principal (or, if any Securities are Original Issue Discount Securities, such portion
of the principal as may be specified in the terms thereof) of all the Securities then Outstanding and interest accrued thereon, if any,
shall automatically become immediately due and payable.


 


The foregoing provisions, however, are subject
to the condition that if, at any time after the principal of the Securities of any 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
Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities
of such series and the principal of any and all Securities of such series which shall have become due otherwise than by acceleration
(with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments
of interest, at the same rate as the rate of interest specified in the Securities of such series to the date of such payment or deposit)
and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence or bad faith, and if any and
all Events of Default under the Indenture with respect to such series, other than the non-payment of the principal of Securities of such
series which shall have become due solely by such acceleration, shall have been cured, waived or otherwise remedied as provided herein,
then and in every such case the Holders of a majority in aggregate principal amount of all the Securities of such series then Outstanding,
by written notice to the Issuer and to the Trustee, may waive all defaults with respect to such series and rescind and annul such declaration
and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon.


 


Unless otherwise indicated in the Board Resolution,
Officer’s Certificate or supplemental indenture for a series of Original Issue Discount Securities, for all purposes under this
Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable
pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal
thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be
due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall
constitute payment in full of such Original Issue Discount Securities.


 






    	 	-21-	 



     


    

 


Section 5.02      Collection
of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment
of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the
principal of any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the Securities
of such series or upon any redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all Securities
of such series for principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and,
to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate
as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such
series); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee and each predecessor trustee, their respective agents, attorneys and counsel, and any expenses
and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of its negligence or
bad faith.


 


In case the Issuer 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 action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon such
Securities and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities, wherever
situated, the moneys adjudged or decreed to be payable.


 


In case there shall be pending proceedings relative
to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state
bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor
or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities
of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal
of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings
or otherwise:


 


(i)            to
file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect
of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each
predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative
to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor,


 






    	 	-22-	 



     


    

 


(ii)            unless
prohibited by applicable law and regulations, to vote on behalf of the Holders of the 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


 


(iii)            to
collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or
other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the
Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient
to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence
or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06.


 


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


 


All rights of action and of asserting claims under
this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities
of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted
by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment
of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall
be for the ratable benefit of the Holders of the Securities in respect of which such action was taken.


 


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


 






    	 	-23-	 



     


    

 


Section 5.03      Application
of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following
order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest,
upon presentation of the several Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon
the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series
if only partially paid, or upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due to the
Trustee or any predecessor trustee pursuant to Section 6.06;


 


SECOND: In case the principal of the Securities
of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest
on the Securities of such series in default 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, to the extent permitted by applicable
law, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such
Securities, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference;


 


THIRD: In case the principal of the Securities of
such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the
whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue
principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest, to the extent
permitted by applicable law, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities)
specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and
unpaid upon the Securities of such series, then to the payment of such principal and interest, without preference or priority of principal
over interest, or of interest over principal, or of any installment of interest over any other installment of interest, or of any Security
of such series over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest; and


 


FOURTH: To the payment of the remainder, if any,
to the Issuer or any other Person lawfully entitled thereto.


 


Section 5.04      Suits
for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, either at law or in equity or 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 5.05      Restoration
of Rights on Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and
in every such case (subject to any determination in such proceeding) the Issuer and the Trustee shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue
as though no such proceedings had been taken.


 






    	 	-24-	 



     


    

 


Section 5.06      Limitations
on Suits by Securityholders. No Holder of any Security of any series shall have any right by virtue, or by availing itself, of any
provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official 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 Securities of
such series then Outstanding shall have made written request upon the Trustee to institute such action or proceedings 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 failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been
given to the Trustee pursuant to Section 5.09; it being understood and intended, and being expressly covenanted by the Holder of
every Security of a particular series with every other Holder of Securities of such series and the Trustee, that no one or more Holders
of Securities of any series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other such Holder of Securities of such series, or to obtain or seek to obtain priority
over or preference to any other such Holder of such series 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 Securities of the applicable series. For the protection and
enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.


 


Section 5.07      Unconditional
Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any
Security, the right of any Holder of any Security to receive payment of the principal of and interest on such Security on or after the
respective due dates expressed in such Security in accordance with the terms hereof and thereof, or to institute suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; it being
understood and intended, and being expressly covenanted by the Holder of every Security of a particular series with every other Holder
of Securities of such Series and the Trustee, that no one or more Holders of Securities of any series shall have any right in any
manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such
Holder of Securities of such series, or to obtain or seek to obtain priority over or preference to any other such Holder of Securities
of such series 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 Securities of the applicable series. For the protection and enforcement of the provisions of this Section,
each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 






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Section 5.08      Powers
and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in Section 5.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


No delay or omission of the Trustee or of any
Holder of Securities to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair
any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 5.06, every power and remedy given by this Indenture or by law to the Trustee or to the Holders of Securities may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders of Securities.


 


Section 5.09      Control
by Holders of Securities. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with
each series voting as a separate class) at the time Outstanding shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the
Securities of such series by this Indenture; provided, that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided, further, that (subject to the provisions of Section 6.01) the Trustee shall have
the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding
so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust
committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve
the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or
pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining
in the giving of said direction, it being understood that (subject to Section 6.01) the Trustee shall have no duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such Holders.


 


Nothing in this Indenture shall impair the right
of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or
directions by Securityholders.


 


Section 5.10      Waiver
of Past Defaults. The Holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding,
by notice to the Trustee, may on behalf of the Holders of all the Securities of such series waive any existing default in the performance
of any of the covenants contained herein or established pursuant to Section 2.03 with respect to such series and its consequences,
except an uncured default in the payment of the principal of, or interest on, any of the Securities of that series as and when the same
shall become due by the terms of such Securities; and may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Securities
of such series shall be restored to their former positions and rights hereunder, respectively, such default shall cease to exist and
be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured,
and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event
of Default or impair any right consequent thereon.


 






    	 	-26-	 



     


    

 


Section 5.11      Trustee
to Give Notice of Default. The Trustee shall, within 90 days after the occurrence of a default with respect to the Securities of
any series, give notice of all defaults with respect to that series known to the Trustee to all Holders of Securities of such series
in the manner and to the extent provided in Sections 4.03 and 11.04, unless in each case such defaults shall have been cured before the
giving of such notice (the term “defaults” for the purpose of this Section being hereby defined to mean any event
or condition which is, or with notice or lapse of time or both would become, an Event of Default); provided, that, except in the
case of default in the payment of the principal of or interest on any of the Securities of such series, or in the payment of any sinking
fund installment on such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors or trustees and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders of such series.


 


Section 5.12      Right
of Court to Require Filing of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Security by his
or her acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series holding
in the aggregate more than 10% in aggregate principal amount of the Securities of such series, or to any suit instituted by any Securityholder
for the enforcement of the payment of the principal of or interest on any Security of such series, on or after the respective due dates
expressed in such Security or established pursuant to this Indenture.


 


ARTICLE 6

CONCERNING THE TRUSTEE


 


Section 6.01      Duties
and Responsibilities of the Trustee; During Default; Prior to Default. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after
the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a
series has occurred (and has not been cured or waived), 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.


 






    	 	-27-	 



     


    

 


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.


 


Section 6.02      Certain
Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act of 1939 and subject to Section 6.01:


 


(a)            in
the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture; but, in the case of any such statements, certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the
requirements of this Indenture;


 


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


 


(c)            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 pursuant to Section 5.09 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;


 


(d)            none
of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of its rights or powers if there shall be reasonable ground
for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it;


 


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


 


(f)            any
request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate
(unless other 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 Issuer;


 


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


 






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


 


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


 


(j)            prior
to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, appraisal, bond, debenture, note, security, or other paper or document unless requested in
writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then
Outstanding; provided, 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 proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee
or any predecessor trustee, shall be repaid by the Issuer upon demand; and


 


(k)            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 not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such
agent or attorney appointed with due care by it hereunder.


 


Section 6.03      Trustee
Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in
the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities
or of the proceeds thereof.


 


Section 6.04      Trustee
and Agents May Hold Securities; Collections, Etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not the Trustee or such
agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it
would have if it were not the Trustee or such agent.


 


Section 6.05      Moneys
Held by Trustee. Subject to the provisions of Section 10.04 hereof, 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 mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be
under any liability for interest on any moneys received by it hereunder.


 






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Section 6.06      Compensation
and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, such reasonable compensation (which shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust) as the Issuer and the Trustee may from time to time agree in writing and, except as otherwise expressly
provided herein, the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Issuer
also covenants to indemnify the Trustee and each predecessor trustee for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture
or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim
of liability in the premises. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each
predecessor trustee and to pay or reimburse the Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall
be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in
trust for the benefit of the Holders of particular Securities, and the Securities are hereby subordinated to such senior claim.


 


Section 6.07      Right
of Trustee to Rely on Officer’s Certificate, Etc. Subject to Sections 6.01 and 6.02, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering
or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s
Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith
thereof.


 


Section 6.08      Disqualification;
Conflicting Interests. If the Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of
the Trust Indenture Act, the Trustee and the Issuer shall in all respects comply with the provisions of Section 310(b) of the
Trust Indenture Act.


 


Section 6.09      Persons
Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder shall at all times be a corporation having
a combined capital and surplus of at least $50,000,000 and shall be eligible in accordance with the provisions of Section 310(a) of
the Trust Indenture Act of 1939. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements
of a Federal, State or District of Columbia supervising or examining authority, then, for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published.


 






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Section 6.10      Resignation
and Removal; Appointment of Successor Trustee. (a)  The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and by delivering
notice of such resignation to the Holders of then Outstanding Securities of each series affected at their addresses as they shall appear
on the Security register. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees
with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee
shall have been so appointed with respect to any series and have accepted appointment within 30 days after the delivery of such notice
of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or
any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may,
on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


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


 


(i)            the
Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series
of Securities after written request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or
Securities of such series for at least six months; or


 


(ii)            the
Trustee shall cease to be eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act of 1939 and
shall fail to resign after written request therefor by the Issuer or by any Securityholder; or


 


(iii)            the
Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged bankrupt or insolvent, or a receiver
or liquidator 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, (A) the Issuer may remove the Trustee
with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee, or, (B) subject to Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has
been a bona fide Holder of a Security or Securities of such series for at least six months may on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee
and appoint a successor trustee.


 






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(c)            The
Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such series and, with the consent of the Issuer, appoint a successor trustee with respect to the
Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence
provided for in Section 7.01 of the action in that regard taken by the Securityholders.


 


(d)            Any
resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 6.11.


 


Section 6.11      Acceptance
of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to
the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on the written
request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject
to Section 10.04, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor
trustee, the Issuer 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 prior claim upon all property or funds held
or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.06.


 


If a successor trustee is appointed with respect
to the Securities of one or more (but not all) series, the Issuer, the predecessor trustee and each successor trustee with respect to
the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect
to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee,
and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts under separate indentures.


 


No successor trustee with respect to any series
of Securities shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions
of Section 310(a) of the Trust Indenture Act of 1939.


 






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Upon acceptance of appointment by any successor
trustee as provided in this Section 6.11, the Issuer shall deliver notice thereof to the Holders of Securities of each series affected,
by delivering such notice to such Holders at their addresses as they shall appear on the Security register. If the acceptance of appointment
is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the
notice called for by Section 6.10. If the Issuer fails to deliver 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 Issuer.


 


Section 6.12      Merger,
Conversion, Consolidation or Succession to Business of Trustee. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder; provided, that such corporation shall be qualified under the provisions of Section 310(b) of the Trust Indenture
Act of 1939 and eligible under the provisions of Section 310(a) of the Trust Indenture Act of 1939, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 


In case, at the time such successor to the Trustee
shall succeed to the trusts created by this Indenture, any of the Securities of any series 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 Securities
so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and
in all such cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture
provided that the certificate of the Trustee shall have; provided, that the right to adopt the certificate of authentication of
any predecessor trustee or to authenticate Securities of any series in the name of any predecessor trustee shall apply only to its successor
or successors by merger, conversion or consolidation.


 


Section 6.13      Preferential
Collection of Claims Against the Issuer. The Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939,
excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act of 1939. A Trustee who has resigned
or been removed shall be subject to Section 311(a) of the Trust Indenture Act of 1939 to the extent included therein.


 






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ARTICLE 7

CONCERNING THE SECURITYHOLDERS


 


Section 7.01      Evidence
of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may
be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders
in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee
and the Issuer, if made in the manner provided in this Article.


 


Section 7.02      Proof
of Execution of Instruments and of Holding of Securities. Subject to Sections 6.01 and 6.02, the execution of any instrument by a
Holder or his agent or proxy may be proved 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 holding of Securities shall be proved by the Security register
or by a certificate of the registrar thereof. The Issuer may set a record date for purposes of determining the identity of Holders of
any series entitled to vote or consent to any action referred to in Section 7.01, which record date may be set at any time or from
time to time by notice to the Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60 days
nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof,
only Holders of such series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent.
Notice of such record date may be given before or after any request for any action referred to in Section 7.01 is made by the Issuer.


 


Section 7.03      Holders
to Be Treated as Owners. The Issuer, the Trustee and any agent of the Issuer or of the Trustee may deem and treat the Person in whose
name any Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment
of or on account of the principal of, and, subject to the provisions of this Indenture, interest on, such Security and for all other
purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary.
All such payments so made to any such Person, or upon his or her order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable.


 


Section 7.04      Securities
Owned by Issuer Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding
Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities that are owned by
the Issuer or any other obligor on the Securities with respect to which such determination is being made or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities
with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on
the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made
by the Trustee in accordance with such advice.


 






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Section 7.05      Right
of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01,
of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as
the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown
by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by
filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far
as concerns such Security. Except as aforesaid, any such action taken by the Holder of any Security shall be conclusive and binding upon
such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor
or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may
be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders
of all the Securities affected by such action.


 


ARTICLE 8

SUPPLEMENTAL INDENTURES


 


Section 8.01      Supplemental
Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors, and the Trustee
may from time to time and at any time, without the consent of any of the Securityholders, enter into an indenture or indentures supplemental
hereto in form satisfactory to the Trustee for one or more of the following purposes:


 


(a)            to
convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;


 


(b)            to
evidence the succession of another Person to the Issuer, or successive successions, and the assumption by such successor of the covenants,
agreements and obligations of the Issuer pursuant to, or to otherwise comply with, Article 9;


 


(c)            to
comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture
Act of 1939, as amended;


 


(d)            to
add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee
shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance,
of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement
of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional
covenant, restriction, condition or provision 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 an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the
Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;


 






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(e)            to
cure any ambiguity, defect or inconsistency, or to conform this Indenture or any supplemental indenture to the description of the Securities
set forth in any prospectus, prospectus supplement or offering memorandum related to such series of Securities;


 


(f)            to
provide for or add for the Securities of one or more series;


 


(g)            to
establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03;


 


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


 


(i)            to
add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any
such addition, change or elimination shall (A) not (i) apply to any Security of any series created prior to the execution of
such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security
with respect to such provision or (B) shall become effective only when there is no Security described in clause (A)(i) Outstanding;


 


(j)            to
make any change to the Securities of any series so long as no Securities of such series are Outstanding; and


 


(k)            to
make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect.


 


The Trustee shall join with the Issuer 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 may be executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding
any of the provisions of Section 8.02.


 






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Section 8.02      Supplemental
Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article 7) of the Holders of not less
than a majority in aggregate principal amount of the Securities at the time Outstanding of one or more series affected by such supplemental
indenture (voting as separate series), the Issuer, when authorized by a resolution of the Board of Directors, 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 Securities of each such consenting series; provided, that no such supplemental indenture
shall, without the consent of the Holder of each Security so affected, (a) extend the final maturity of any Security, or reduce
the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption
thereof, or make the principal thereof (including any amount in respect of original issue discount) or interest thereon payable in any
currency other than that provided in the Securities or in accordance with the terms thereof, or reduce the amount of the principal of
an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.01
or the amount thereof provable in bankruptcy pursuant to Section 5.02, or (b) waive a continuing default in the payment of
principal of any Security or interest thereon, other than any such default in payment that resulted solely from such acceleration, or
change a provision related to the waiver of past defaults or impair the right of any Securityholder to institute suit for the enforcement
of any such payment on or after the Stated Maturity or the date of redemption or conversion of any Security or, if the Securities provide
therefor, any right of repayment at the option of the Securityholder, or (c) modify any of the provisions of this section except
to increase any required percentage or to provide that certain other provisions cannot be modified or waived without the consent of the
Holder of each Security so affected, or (d) make any change that adversely affects the right to convert or exchange any Security
into or for Common Stock or other securities, cash or other property in accordance with the terms of such Security or (e) reduce
the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture
or the consent of Holders of which is required for any modification, amendment or waiver of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences provided for in this Indenture.


 


A supplemental indenture which changes or eliminates
any covenant, Event of Default or other provision of this Indenture (1) that has been expressly included solely for the benefit
of one or more particular series of Securities, if any, or (2) which modifies the rights of Holders of Securities of one or more
series with respect to any covenant, Event of Default or provision, shall be deemed not to affect the rights under this Indenture of
the Holders of Securities of any other series with respect to which such covenant, Event of Default or other provision has not been included
or so modified.


 


Upon the request of the Issuer, accompanied by
a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders as aforesaid and other documents, if any, required by Section 7.01, the Trustee shall join with the
Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.


 


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


 






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Promptly after the execution by the Issuer and
the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give a notice thereof to the
Holders of then Outstanding Securities of each series affected thereby, by delivering a notice thereof, and in each case such notice
shall set forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to deliver such notice, or
any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 


Section 8.03      Effect
of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Issuer and the Holders of Securities of each series affected thereby 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 8.04      Documents
to Be Given to Trustee. The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Officer’s Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article 8 complies with
the applicable provisions of this Indenture.


 


Section 8.05      Notation
on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the
Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors,
to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then Outstanding.


 


ARTICLE 9

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


Section 9.01      Issuer
May Consolidate, Etc., on Certain Terms. The Issuer shall not consolidate with or merge into any other Person (in a transaction
in which the Issuer is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless (a) the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety (i) shall be a
corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the
United States of America, any State thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal, interest
on and any Additional Amounts with respect to all the Securities and the performance or observance of every covenant of this Indenture
on the part of the Issuer to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the
Trustee, by the Person formed by such consolidation or into which the Issuer shall have been merged or by the Person which shall have
acquired the Issuer’s assets; (b) immediately after giving effect to such transaction, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (c) the Issuer
has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture
comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.


 






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The
restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates,
if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State
of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with
or into a single direct or indirect wholly owned Subsidiary.


 


Section 9.02      Successor
Issuer Substituted. Upon any consolidation of the Issuer with, or merger of the Issuer into, any other Person or any conveyance,
transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 9.01, the successor
Person formed by such consolidation or into which the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such
successor Person had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the Securities.


 


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


 


ARTICLE 10

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE;

UNCLAIMED MONEYS


 


Section 10.01      Satisfaction
and Discharge of Indenture; Defeasance. (a)  If at any time


 


(i)            the
Issuer shall have paid or caused to be paid the principal of and interest on and any Additional Amounts with respect to all the Securities
of any series Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or


 


(ii)            the
Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities
of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09);
or


 






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(iii)            in
the case of any series of Securities the exact amount (including the currency of payment) of principal of and interest and Additional
Amounts due on which on the dates referred to in clause (B) below can be determined at the time of making the deposit referred to
in such clause,


 


(A)            all
the Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called for redemption within one year in accordance with their terms
under arrangements satisfactory to the Trustee for the giving of notice of redemption, and


 


(B)            the
Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount (i) in the case
of any series of Securities the payments on which may only be made in Dollars, in Dollars (other than moneys repaid by the Trustee or
any paying agent to the Issuer in accordance with Section 10.04) and/or U.S. Government Obligations maturing as to principal and
interest in such amounts and at such times as will insure the availability of cash in such currency, or (ii) in the case of any
series of Securities the payments on which may only be made in a Foreign Currency, in such Foreign Currency (other than moneys repaid
by the Trustee or any paying agent to the Issuer in accordance with Section 10.04) and/or Foreign Government Obligations maturing
as to principal and interest in such amounts and at such times as will insure the availability of cash in such currency, in each case
sufficient to pay on any subsequent Interest Payment Date all interest due on such Interest Payment Date on the Securities of such series
and to pay at maturity or upon redemption all Securities of such series (in each case other than any Securities of such series which
shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore
delivered to the Trustee for cancellation, including principal, interest and Additional Amounts due or to become due to such date of
maturity, as the case may be,


 


and if, in a case described in Section 10.01(a)(iii)(B), the
Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, including amounts due the Trustee pursuant
to Section 6.06, with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect
to Securities of such series (except as to (1) rights of registration of transfer, conversion and exchange of Securities of such
series and the Issuer’s right of optional redemption, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities,
(3) rights of Holders of Securities to receive, solely from the trust fund described in Section 10.01(a)(iii)(B), payments
of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights
of the Holders to receive, solely from the trust fund described in Section 10.01(a)(iii)(B), sinking fund payments, if any, (4) the
rights (including the Trustee’s rights under Section 10.05) and immunities of the Trustee hereunder and the Trustee’s
obligations under Sections 10.02 and 10.04 and (5) the obligations of the Issuer under Section 3.02), and the Trustee, on demand
of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel which complies with Section 11.05 and at the
cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with
respect to such series. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred
and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture
or the Securities of such series.


 






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(b)            The
following subsection shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer’s
Certificate or indenture supplemental hereto pursuant to Section 2.03. In addition to the right to discharge of the Indenture pursuant
to subsection (a) above, the Issuer, at its option and at any time, by written notice by an officer delivered to the Trustee, may
elect to have all of its obligations with respect to all Outstanding Securities of a series discharged (“Legal Defeasance”),
such discharge to be effective on the date that the conditions set forth in clauses (i) through (iv) and (vi) of Section 10.01(d) are
satisfied, and thereafter the Issuer shall be deemed to have paid and discharged the entire Debt on all the Securities of such series,
and satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned and this Indenture
shall cease to be of further effect with respect to Securities of such series (except as to (1) rights of registration of transfer,
conversion and exchange of Securities of such series, (2) substitution of apparently mutilated, defaced, destroyed, lost or stolen
Securities, (3) rights of Holders of Securities to receive, solely from the trust fund described in Section 10.01(d)(i), payments
of principal thereof, interest thereon and any Additional Amounts, upon the original Stated Maturities therefor (but not upon acceleration)
and remaining rights of the Holders to receive, solely from the trust fund described in Section 10.01(d)(i), sinking fund payments,
if any, (4) the rights (including the Trustee’s rights under Section 10.05) and immunities of the Trustee hereunder and
the Trustee’s obligations with respect to the Securities of such series under Sections 10.02 and 10.04 and (5) the obligations
of the Issuer under Section 3.02).


 


(c)            The
following subsection shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer’s
Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to the right to discharge of the Indenture
pursuant to subsection (a) and to Legal Defeasance pursuant to subsection (b), above, the Issuer, at its option and at any time,
by written notice executed by an officer delivered to the Trustee, may elect to have its obligations under any covenant contained in
this Indenture or in the Board Resolution or supplemental indenture relating to such series pursuant to Section 2.03 discharged
with respect to all Outstanding Securities of a series, this Indenture and any indentures supplemental to this Indenture with respect
to such series (“Covenant Defeasance”), such discharge to be effective on the date the conditions set forth in clauses
(i) through (iii) and (v) through (vi) of Section 10.01(d) are satisfied, and such Securities shall thereafter
be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration of Securityholders (and
any consequences thereof) in connection with such covenants, but shall continue to be “Outstanding” for all other purposes
under this Indenture. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Securities of a series,
the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of reference
in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event
of Default under Section 5.01(c) or otherwise, but except as specified in this Section 10.01(c), the remainder of the
Issuer’s obligations under the Securities of such series, this Indenture, and any indentures supplemental to this Indenture with
respect to such series shall be unaffected thereby.


 






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(d)            The
following shall be the conditions to the application of Legal Defeasance (to the extent set forth in subsection (b)), or Covenant Defeasance
(to the extent set forth in subsection (c)) to the Securities of the applicable series:


 


(i)            the
Issuer irrevocably deposits or causes to be deposited in trust with the Trustee or, at the option of the Trustee, with a trustee satisfactory
to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, (i) in
the case of any series of Securities the payments on which may only be made in Dollars, Dollars (other than moneys repaid by the Trustee
or any paying agent to the Issuer in accordance with Section 10.04) and/or U.S. Government Obligations maturing as to principal
and interest in such amounts and at such times as will insure the availability of cash in such currency, or (ii) in the case of
any series of Securities the payments on which may only be made in a Foreign Currency, such Foreign Currency (other than moneys repaid
by the Trustee or any paying agent to the Issuer in accordance with Section 10.04) and/or Foreign Government Obligations maturing
as to principal and interest in such amounts and at such times as will insure the availability of cash in such currency, in each case
sufficient to pay on any subsequent Interest Payment Date all interest due on such Interest Payment Date on the Securities of such series
and to pay at maturity or upon redemption all Securities of such series (in each case other than any Securities of such series which
shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore
delivered to the Trustee for cancellation, including principal, interest and Additional Amounts due or to become due to such date of
maturity, as the case may be;


 


(ii)            the
Issuer delivers to the Trustee an Officer’s Certificate stating that all conditions precedent specified herein relating to Legal
Defeasance or Covenant Defeasance, as the case may be, have been complied with, and an Opinion of Counsel to the same effect;


 


(iii)            no
Event of Default under subsection (a), (b), (d) or (e) of Section 5.01 shall have occurred and be continuing, and no event
which with notice or lapse of time or both would become such an Event of Default shall have occurred and be continuing, on the date of
such deposit;


 


(iv)            in
the event of an election for Legal Defeasance under subsection (b), the Issuer shall have delivered to the Trustee an Opinion of Counsel
stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since
the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to
the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for
Federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Securities and will
be subject to Federal income tax on the same amounts, in the same manner and at the same times as would be the case if such deposit,
defeasance and discharge were not to occur;


 






    	 	-42-	 



     


    

 


(v)            in
the event of an election for Covenant Defeasance under subsection (c), the Issuer shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result
of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur;
and


 


(vi)            notwithstanding
any other provisions of this subsection (d), such defeasance shall be effected in compliance with any additional or substitute terms,
conditions or limitations that may be imposed on the Issuer pursuant to Section 2.03.


 


After such
irrevocable deposit made pursuant to this Section 10.01(d) and satisfaction of the other applicable conditions set forth in
this subsection (d), the Trustee upon request shall execute proper instruments acknowledging the discharge of the Issuer’s
obligations pursuant to this Section 10.01.


 


Section 10.02      Application
by Trustee of Funds Deposited for Payment of Securities. Subject to Section 10.04, all moneys deposited with the Trustee (or
other trustee) pursuant to Section 10.01 shall be held in trust and applied by it to the payment, either directly or through any
paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Securities of such series for the
payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal
and interest; but such money need not be segregated from other funds except to the extent required by law.


 


Section 10.03      Repayment
of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities
shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys.


 


Section 10.04      Return
of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying
agent for the payment of the principal of, interest on or additional amounts in respect of any Security of any series and not applied
but remaining unclaimed for two years after the date upon which such principal, interest or additional amount shall have become due and
payable, shall be repaid to the Issuer by the Trustee for such series or such paying agent, and the Holder of the Securities of such
series shall thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the
Trustee or any paying agent with respect to such moneys shall thereupon cease.


 






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Section 10.05      Indemnity
for U.S. Government Obligations and Foreign Government Obligations. The Issuer shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government Obligations or Foreign Government Obligations deposited pursuant
to Section 10.01 or the principal or interest received in respect of such obligations.


 


ARTICLE 11

MISCELLANEOUS PROVISIONS


 


Section 11.01      No
Recourse. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim
based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present
or future as such, of the Issuer or of any predecessor or successor corporation, either directly or through the Issuer or any such predecessor
or successor corporation, 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 corporate
obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors as such, of the Issuer or of any predecessor or successor corporation, 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 Securities or implied therefrom; and that any and all such personal liability of every name and nature, 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, stockholder,
officer or director 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 Securities or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Securities.


 


Section 11.02      Provisions
of Indenture for the Sole Benefit of Parties and Holders of Securities. Nothing in this Indenture or in the Securities, expressed
or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors
and the Holders of the Securities any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the
Holders of the Securities.


 


Section 11.03      Successors
and Assigns of Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements contained in this Indenture by
or on behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.


 






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Section 11.04      Notices
and Demands on Issuer, Trustee and Holders of Securities. 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 Securities to or on the Issuer may be delivered, given or served
by being deposited postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address
of the Issuer is filed by the Issuer with the Trustee) to Xilio Therapeutics, Inc., 828 Winter Street, Suite 300, Waltham,
Massachusetts 02451, Attn: ___________. Any notice, direction, request or demand by the Issuer or any Holder of Securities to or upon
the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made at _______, ________, Attn: _______.


 


Where this Indenture provides for notice to Holders
of Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder entitled thereto, at his, her or its last address as it appears in the Security register. In case, by
reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice of any event to Holders
of Securities when said notice is required to be given pursuant to any provision of this Indenture or of the Securities, then any manner
of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.


 


In case, by reason of the suspension of or irregularities
in regular mail service, it shall be impracticable to mail notice to the Issuer when such notice is required to be given pursuant to
any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice.


 


Where this Indenture provides for notice of any
event to a Holder of a Global Security, such notice shall be sufficiently given if given to the Depositary for such Security (or its
designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest date, if any, and not earlier than the
earliest date, if any, prescribed for the giving of such notice.


 


Neither the failure to give notice, nor any defect
in any notice so given, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders
of Securities given as provided above.


 


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


 


Section 11.05      Officer’s
Certificates and Opinions of Counsel; Statements to Be Contained Therein. Upon any application or demand by the Issuer to the Trustee
to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer’s Certificate
stating that all conditions 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 documents is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional certificate or opinion need be furnished.


 






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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 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 him or her 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.


 


Any certificate, statement or opinion of an officer
of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless
such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate,
statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.
Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to
which is in the possession of the Issuer, upon the certificate, statement or opinion of or representations by an officer or officers
of the Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon
which his or her certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should
know that the same are erroneous.


 


Any certificate, statement or opinion of an officer
of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations
by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting matters upon which his or her certificate, statement or opinion
may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.


 


Any certificate or opinion of any independent
firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is independent.


 


Section 11.06      Payments
Due on Saturdays, Sundays and Holidays. If the date of maturity of interest on or principal of the Securities of any series or the
date fixed for redemption or repayment of any such Security, or the last day on which a Holder has the right to convert any Security,
shall not be a Business Day, then payment of interest or principal, or any conversion, need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption
or on such last day for conversion, and no interest shall accrue for the period after such date.


 


Section 11.07      Conflict
of Any Provision of Indenture With Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939, such incorporated provision shall control.


 






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Section 11.08      New
York Law to Govern. This Indenture and each Security shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be governed by and construed in accordance with the laws of such State without regard to any principle of conflict
of laws that would require or permit the application of the laws of any other jurisdiction, except as may otherwise be required by mandatory
provisions of law.


 


Section 11.09      Counterparts.
This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.


 


Section 11.10      Effect
of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


Section 11.11      Actions
by Successor. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board
of directors or its equivalent, committee or officer of the Issuer shall and may be done and performed with like force and effect by
the corresponding board, committee or officer of any corporation that shall at the time be the lawful successor of the Issuer.


 


Section 11.12      Severability.
In case any one or more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions
of this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.


 


ARTICLE 12

REDEMPTION OF SECURITIES AND SINKING FUNDS


 


Section 12.01      Applicability
of Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their
maturity or to any sinking fund for the retirement of Securities of a series, except as otherwise specified, as contemplated by Section 2.03
for Securities of such series.


 


Section 12.02      Notice
of Redemption; Partial Redemptions. Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or
in part at the option of the Issuer shall be given by providing notice of such redemption at least 10 days and not more than 60 days
prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear upon
the Security register. Any notice which is given in the manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives the notice. Failure to give notice or any defect in the notice to the Holder of any Security of a
series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other
Security of such series.


 






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The notice of redemption to each such Holder shall
specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption, the redemption
price, the place or places of payment, that payment will be made upon presentation and surrender of such Securities, that such redemption
is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption
will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue and shall also specify, if applicable, the conversion price then in effect and the date on which the right to convert
such Securities or the portions thereof to be redeemed will expire. In case any Security of a series 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 Security, a new Security or Securities of such series in principal amount equal to
the unredeemed portion thereof will be issued.


 


The notice of redemption of Securities of any
series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the
name and at the expense of the Issuer.


 


On
or before the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit with the
Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust
as provided in Section 3.04) an amount of money sufficient to redeem on the redemption date all the Securities of such series so
called for redemption (other than those Securities theretofore surrendered for conversion into Common Stock in accordance with their
terms) at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If any Security called for
redemption is converted pursuant hereto and in accordance with the terms thereof, any money deposited with the Trustee or any paying
agent or so segregated and held in trust for the redemption of such Security shall be paid to the Issuer upon the Issuer’s request,
or, if then held by the Issuer, shall be discharged from such trust. The Issuer will deliver to the Trustee at least 10 days prior
to the date the notice required to be delivered to the Holders is to be sent (unless a shorter time period shall be acceptable to the
Trustee) an Officer’s Certificate (which need not comply with Section 11.05) stating the aggregate principal amount of Securities
to be redeemed. In case of a redemption at the election of the Issuer prior to the expiration of any restriction on such redemption,
the Issuer shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officer’s
Certificate stating that such restriction has been complied with.


 


If less than all the Securities of a series are
to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such series to be redeemed
in whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities of such series selected for
redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of
any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount
of such Security which has been or is to be redeemed. If any Security selected for partial redemption is surrendered for conversion after
such selection, the converted portion of such Security shall be deemed (so far as may be possible) to be the portion selected for redemption.


 






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Section 12.03      Payment
of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities
specified in such notice 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 Issuer shall default in
the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions
of Securities so called for redemption shall cease to accrue, and such Securities shall cease from and after the date fixed for redemption
to be convertible into Common Stock (to the extent otherwise convertible in accordance with their terms), if applicable, and cease to
be entitled to any benefit or security under this Indenture, and except as provided in the paragraph below, the Holders thereof shall
have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date
fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, said Securities
or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price, together with interest
accrued thereon to the date fixed for redemption; provided, that payment of interest becoming due on or prior to the date fixed
for redemption shall be payable to the Holders of such Securities registered as such on the relevant record date subject to the terms
and provisions of Sections 2.03 and 2.07 hereof.


 


If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed
for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security
and, if applicable, such Security shall remain convertible into Common Stock until the principal of such Security shall have been paid
or duly provided for.


 


Upon presentation of any Security redeemed in
part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense
of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed
portion of the Security so presented.


 


Section 12.04      Exclusion
of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for selection
for redemption if they are identified by registration and certificate number in an Officer’s Certificate delivered to the Trustee
at least 40 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 Issuer or (b) an entity specifically identified in such written statement as
directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer.


 


Section 12.05      Mandatory
and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series
is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided
for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The
date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”.


 






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In lieu of making all or any part of any mandatory
sinking fund payment with respect to any series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities
of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer
or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid)
by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10 and, if applicable, receive credit for Securities
(not previously so credited) converted into Common Stock and so delivered to the Trustee for cancellation, (b) receive credit for
optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities
of such series (not previously so credited) redeemed by the Issuer through any optional redemption provision contained in the terms of
such series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified
in such Securities.


 


On or before the 60th day next preceding each
sinking fund payment date for any series, the Issuer will deliver to the Trustee an Officer’s Certificate (which need not contain
the statements required by Section 11.05) (a) specifying the portion of the mandatory sinking fund payment to be satisfied
by payment of cash and the portion to be satisfied by credit of Securities of such series and the basis for such credit, (b) stating
that none of the Securities of such series for which credit will be taken has theretofore been so credited, (c) stating that no
defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured)
and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment
with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to pay on
or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to
the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee
shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such Officer’s Certificate (or reasonably
promptly thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable and upon its receipt by the
Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or
before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such 60th day, to deliver such Officer’s
Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Issuer that the mandatory sinking fund payment for such series due on the next succeeding sinking
fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof.


 






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If
the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign
Currency or a lesser sum in Dollars or in any Foreign Currency if the Issuer shall so request) with respect to the Securities of any
particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be
$50,000 (or the equivalent thereof in any Foreign Currency) or less and the Issuer makes no such request then it shall be carried over
until a sum in excess of $50,000 (or the equivalent thereof in any Foreign Currency) is available, which delay in accordance with
this paragraph shall not be a default or breach of the obligation to make such payment. The Trustee shall select, in the manner provided
in Section 12.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to
which such cash may be applied, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial
numbers of the Securities of such series (or portions thereof) so selected. The Trustee, in the name and at the expense of the Issuer
(or the Issuer, if it shall so request the Trustee in writing), shall cause notice of redemption of the Securities of such series to
be given in substantially the manner provided in Section 12.02 (and with the effect provided in Section 12.03) for the redemption
of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated
to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with
such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated
maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment
or redemption of particular Securities of such series, shall be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of, and interest on, the Securities of such series at maturity. The Issuer’s obligation
to make a mandatory or optional sinking fund payment shall automatically be reduced by an amount equal to the sinking fund redemption
price allocable to any Securities or portions thereof called for redemption pursuant to the preceding paragraph on any sinking fund payment
date and converted into Common Stock in accordance with the terms of such Securities; provided that, if the Trustee is not the
conversion agent for the Securities, the Issuer or such conversion agent shall give the Trustee written notice on or prior to the date
fixed for redemption of the principal amount of Securities or portions thereof so converted.


 


On or before each sinking fund payment date, the
Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption
on Securities to be redeemed on such sinking fund payment date.


 


The Trustee shall not redeem or cause to be redeemed
any Securities of a series with sinking fund moneys or give any notice of redemption of Securities for such series by operation of the
sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where
providing notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such
Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys
in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article 5
and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 5.10,
or the default cured on or before the 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied
on such sinking fund payment date in accordance with this Section to the redemption of such Securities.


 






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ARTICLE 13

SUBORDINATION OF SECURITIES


 


Section 13.01      Agreement
of Subordination. The Issuer covenants and agrees, and each holder of Securities issued hereunder by its acceptance thereof likewise
covenants and agrees, that all Securities shall be issued subject to the provisions of this Article 13; and each Securityholder,
whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.


 


The payment of the principal of and interest on
all Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the Issuer, whether outstanding at the date of this Indenture or thereafter
incurred.


 


The provisions of this Article 13 define
the subordination of the Securities, as obligations of the Issuer, with respect to Senior Indebtedness of the Issuer.


 


No provision of this Article 13 shall prevent
the occurrence of any default or Event of Default hereunder.


 


Section 13.02      Payments
to Securityholders. In the event and during the continuation of any default in the payment of principal, premium, interest or any
other payment due on any Senior Indebtedness of the Issuer continuing beyond the period of grace, if any, specified in the instrument
or lease evidencing such Senior Indebtedness of the Issuer, then, unless and until such default shall have been cured or waived or shall
have ceased to exist, no payment shall be made by the Issuer with respect to the principal of or interest on the Securities, except sinking
fund obligations satisfied by credit of acquired Securities under Section 12.05 prior to the happening of such default and payments
made pursuant to Article 10 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such default.


 


Upon any payment by the Issuer, or distribution
of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up
or liquidation or reorganization of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other
proceedings, all amounts due or to become due upon all Senior Indebtedness of the Issuer shall first be paid in full, or payment thereof
provided for in money in accordance with its terms, before any payment is made on account of the principal or interest on the Securities
(except payments made pursuant to Article 10 hereof from monies deposited with the Trustee pursuant thereto prior to the happening
of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization
any payment by the Issuer, or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities,
to which the holders of the Securities or the Trustee would be entitled, except for the provisions of this Article 13, shall (except
as aforesaid) be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, or by the holders of the Securities or by the Trustee under this Indenture if received by them or it, directly
to the holders of Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness
of the Issuer held by such holders, as calculated by the Issuer) or their representative or representatives, or to the trustee or trustees
under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their
respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Issuer in full, in money or money’s
worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Issuer, before
any payment or distribution is made to the holders of the Securities or to the Trustee.


 






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In the event that, notwithstanding the foregoing,
any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, prohibited by
the foregoing, shall be received by the Trustee or the holders of the Securities before all Senior Indebtedness of the Issuer is paid
in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness of the Issuer or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness
of the Issuer may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment
of all Senior Indebtedness of the Issuer remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Issuer in full
in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior
Indebtedness.


 


For purposes of this Article 13, the words,
 “cash, property or securities” shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted,
or securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article 13 with respect to the Securities to the payment of all Senior Indebtedness
of the Issuer which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Issuer is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness
of the Issuer (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization
or readjustment.


 


The consolidation of the Issuer with, or the merger
of the Issuer into, another Person or the liquidation or dissolution of the Issuer following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 9 hereof
shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.02 if such other
Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 9 hereof.


 


Section 13.03      Subrogation
of Securities. Subject to the payment in full of all Senior Indebtedness of the Issuer, the rights of the holders of the Securities
shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property
or securities of the Issuer applicable to the Senior Indebtedness of the Issuer until the principal of and interest on the Securities
shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to or for the benefit of the holders of
the Senior Indebtedness of the Issuer or the Trustee of any cash, property or securities to which the holders of the Securities or the
Trustee would be entitled except for the provisions of this Article 13, shall, as between the Issuer, its creditors other than holders
of Senior Indebtedness of the Issuer, and the holders of the Securities, be deemed to be a payment by the Issuer to or on account of
the Senior Indebtedness of the Issuer. It is understood that the provisions of this Article 13 are and are intended solely for the
purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness
of the Issuer, on the other hand.


 






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Nothing contained in this Article 13 or elsewhere
in this Indenture or in the Securities is intended to or shall impair, as between the Issuer, its creditors other than the holders of
its Senior Indebtedness, and the holders of the Securities, the obligation of the Issuer, which is absolute and unconditional, to pay
to the holders of the Securities the principal of and interest on the 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 Securities and creditors of
the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder
of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article 13 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities
of the Issuer received upon the exercise of any such remedy.


 


Upon any payment or distribution of assets of
the Issuer referred to in this Article 13, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities
shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, delivered to the Trustee or to the holders of the Securities, for the purpose
of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness
of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 13.


 


Section 13.04      Authorization
by Securityholders. Each holder of a Security by its acceptance thereof authorizes and directs the Trustee on its behalf to take
such action as may be necessary or appropriate to effectuate the subordination provided in this Article 13 appoints the Trustee
its attorney-in-fact for any and all such purposes.


 


Section 13.05      Notice
to Trustee. The Issuer shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Issuer which
would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this
Article 13. Notwithstanding the provisions of this Article 13 or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee
in respect of the Securities pursuant to the provisions of this Article 13, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Issuer or a holder or holders of Senior
Indebtedness of the Issuer or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date
not fewer than three Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose
(including, without limitation, the payment of the principal of or interest on any Security) the Trustee shall not have received, with
respect to such monies, the notice provided for in this Section 13.05, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received,
and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.


 






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The Trustee conclusively shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Issuer (or
a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness of the Issuer or
a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Indebtedness of the Issuer to participate in any payment or distribution
pursuant to this Article 13, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of Senior Indebtedness of the Issuer held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 13, and if such evidence
is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive
such payment.


 


Section 13.06      Trustee’s
Relation to Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 13
in respect of any Senior Indebtedness of the Issuer at any time held by it, to the same extent as any other holder of Senior Indebtedness
of the Issuer and nothing elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder.


 


With respect to the holders of Senior Indebtedness
of the Issuer, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth
in this Article 13, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Issuer 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
of the Issuer and the Trustee shall not be liable to any holder of Senior Indebtedness of the Issuer if it shall pay over or deliver
to holders of Securities, the Issuer or any other Person money or assets to which any holder of Senior Indebtedness of the Issuer shall
be entitled by virtue of this Article 13 or otherwise.


 


Section 13.07      No
Impairment of Subordination. No right of any present or future holder of any Senior Indebtedness of the Issuer to enforce subordination
as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by
any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.


 


Section 13.08      Rights
of Trustee. Nothing in this Article 13 shall apply to claims of or payments to, the Trustee pursuant to Section 6.06.


 


[Signature pages follow]


 






    	 	-55-	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed as of _____________.


 


	 	XILIO THERAPEUTICS, INC.
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	Attest:
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	_____________________________________,
    Trustee
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:




 






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