Exhibit 4.5


 


SUBORDINATED INDENTURE


 


YATRA ONLINE, INC.,


 


ISSUER


 


and


 


UMB BANK, NATIONAL ASSOCIATION,


 


TRUSTEE


 


Dated as of


 


[●], 20[●]


 





 



 






     


     


    

 


TABLE OF CONTENTS


 


	 		Page
	 	 	 
	ARTICLE I	DEFINITIONS AND INCORPORATION BY REFERENCE	1
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	4
	Section 1.03	Incorporation by Reference of Trust Indenture Act	5
	Section 1.04	Rules of Construction	5
	ARTICLE II	THE SECURITIES	5
	Section 2.01	Issuable in Series	5
	Section 2.02	Establishment of Terms of Series of Securities	6
	Section 2.03	Execution and Authentication	7
	Section 2.04	Registrar and Paying Agent	7
	Section 2.05	Paying Agent to Hold Money in Trust	8
	Section 2.06	Holder Lists	8
	Section 2.07	Transfer and Exchange	8
	Section 2.08	Mutilated, Destroyed, Lost and Stolen Securities	8
	Section 2.09	Outstanding Securities	9
	Section 2.10	Treasury Securities	9
	Section 2.11	Temporary Securities	9
	Section 2.12	Cancellation	9
	Section 2.13	Defaulted Interest	10
	Section 2.14	Global Securities	10
	Section 2.15	CUSIP Numbers	11
	ARTICLE III	REDEMPTION	11
	Section 3.01	Notice to Trustee	11
	Section 3.02	Selection of Securities to be Redeemed	11
	Section 3.03	Notice of Redemption	11
	Section 3.04	Effect of Notice of Redemption	12
	Section 3.05	Deposit of Redemption Price	12
	Section 3.06	Securities Redeemed in Part	12
	ARTICLE IV	COVENANTS	12
	Section 4.01	Payment of Principal and Interest	12
	Section 4.02	SEC Reports	12
	Section 4.03	Compliance Certificate	13
	Section 4.04	Stay, Extension and Usury Laws	13
	Section 4.05	Maintenance of Office or Agency	13
	ARTICLE V	SUCCESSORS	13
	Section 5.01	When Company May Merge, Etc.	13
	Section 5.02	Successor Corporation Substituted	14
	ARTICLE VI	DEFAULTS AND REMEDIES	14
	Section 6.01	Events of Default	14
	Section 6.02	Acceleration of Maturity; Rescission and Annulment	15
	Section 6.03	Collection of Indebtedness and Suits for Enforcement by Trustee	15
	Section 6.04	Trustee May File Proofs of Claim	16
	Section 6.05	Trustee May Enforce Claims Without Possession of Securities	16
	Section 6.06	Application of Money Collected	16
	Section 6.07	Limitation on Suits	16
	Section 6.08	Unconditional Right of Holders to Receive Principal and Interest	17
	Section 6.09	Restoration of Rights and Remedies	17
	Section 6.10	Rights and Remedies Cumulative	17
	Section 6.11	Delay or Omission Not Waiver	17
	Section 6.12	Control by Holders	17


 






    i


     


    

 


	Section 6.13	Waiver of Past Defaults	18
	Section 6.14	Undertaking for Costs	18
	Section 6.15	Waiver of Stay or Extension Laws	18
	ARTICLE VII	TRUSTEE	18
	Section 7.01	Duties of Trustee	18
	Section 7.02	Rights of Trustee	19
	Section 7.03	Individual Rights of Trustee	21
	Section 7.04	Trustee’s Disclaimer	21
	Section 7.05	Notice of Defaults	21
	Section 7.06	Reports by Trustee to Holders	21
	Section 7.07	Compensation and Indemnity	21
	Section 7.08	Replacement of Trustee	22
	Section 7.09	Successor Trustee by Merger, etc.	23
	Section 7.10	Eligibility; Disqualification	23
	Section 7.11	Preferential Collection of Claims Against Company	23
	ARTICLE VIII	SATISFACTION AND DISCHARGE; DEFEASANCE	23
	Section 8.01	Satisfaction and Discharge of Indenture	23
	Section 8.02	Application of Trust Funds; Indemnification	24
	Section 8.03	Legal Defeasance of Securities of any Series	24
	Section 8.04	Covenant Defeasance	25
	Section 8.05	Repayment to Company	26
	Section 8.06	Reinstatement	26
	ARTICLE IX	AMENDMENTS AND WAIVERS	26
	Section 9.01	Without Consent of Holders	26
	Section 9.02	With Consent of Holders	27
	Section 9.03	Limitations	27
	Section 9.04	Compliance with Trust Indenture Act	28
	Section 9.05	Revocation and Effect of Consents	28
	Section 9.06	Notation on or Exchange of Securities	28
	Section 9.07	Trustee Protected	28
	ARTICLE X	MISCELLANEOUS	28
	Section 10.01	Trust Indenture Act Controls	28
	Section 10.02	Notices	29
	Section 10.03	Communication by Holders with Other Holders	29
	Section 10.04	Certificate and Opinion as to Conditions Precedent	29
	Section 10.05	Statements Required in Certificate or Opinion	30
	Section 10.06	Rules by Trustee and Agents	30
	Section 10.07	Legal Holidays	30
	Section 10.08	No Recourse Against Others	30
	Section 10.09	Counterparts	30
	Section 10.10	Governing Laws	30
	Section 10.11	No Adverse Interpretation of Other Agreements	30
	Section 10.12	Successors	30
	Section 10.13	Severability	31
	Section 10.14	Table of Contents, Headings, Etc.	31
	Section 10.15	Securities in a Foreign Currency	31
	Section 10.16	Judgment Currency	31
	Section 10.17	U.S.A. Patriot Act	32
	Section 10.18	Waiver of Jury Trial	32
	ARTICLE XI	SINKING FUNDS	32
	Section 11.01	Applicability of Article	32
	Section 11.02	Satisfaction of Sinking Fund Payments with Securities	32
	Section 11.03	Redemption of Securities for Sinking Fund	32
	ARTICLE XII	SUBORDINATION OF SECURITIES	33
	Section 12.01	Agreement of Subordination	33


 






    ii


     


    

 


	Section 12.02	Payment to Holders	33
	Section 12.03	Subrogation of Securities	34
	Section 12.04	Authentication by Holders	35
	Section 12.05	Notice to Trustee	35
	Section 12.06	Trustee’s Relation to Senior Indebtedness	35
	Section 12.07	No Impairment of Subordination	36
	Section 12.08	Rights of Trustee	36
	Section 12.09	Article Applicable to Paying Agents	36


 






    iii


     


    

 


YATRA ONLINE, INC.


Reconciliation and tie between Trust Indenture
Act of 1939 and


Indenture, dated as of [●]20


 


	Section 310 (a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	NOT APPLICABLE
	(a)(4)	 	NOT APPLICABLE
	(a)(5)	 	7.10
	(b)	 	7.10
	Section 311 (a)	 	7.11
	(b)	 	7.11
	(c)	 	NOT APPLICABLE
	Section 312 (a)	 	2.06
	(b)	 	10.03
	(c)	 	10.03
	Section 313 (a)	 	7.06
	(b)(1)	 	7.06
	(b)(2)	 	7.06
	(c)(1)	 	7.06
	(d)	 	7.06
	Section 314 (a)	 	4.02, 10.05
	(b)	 	NOT APPLICABLE
	(c)(1)	 	10.04
	(c)(2)	 	10.04
	(c)(3)	 	NOT APPLICABLE
	(d)	 	NOT APPLICABLE
	(e)	 	10.05
	(f)	 	NOT APPLICABLE
	Section 315 (a)	 	7.01
	(b)	 	7.05
	(c)	 	7.01
	(d)	 	7.01
	(e)	 	6.14
	Section 316 (a)	 	2.10
	(a)(1)(a)	 	6.12
	(a)(1)(b)	 	6.13
	(b)	 	6.08
	Section 317 (a)(1)	 	6.03
	(a)(2)	 	6.04
	(b)	 	2.05
	Section 318 (a)	 	10.01


 






    iv


     


    

 


Subordinated Indenture, dated as of [●],
20[●], between Yatra Online, Inc., an exempted company incorporated under the laws of the Cayman Islands (“Company”),
and UMB Bank, National Association, as trustee (“Trustee”).


 


Each party agrees as follows for the benefit of
the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.


 


ARTICLE I


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01 Definitions.


 


“Additional Amounts” means any
additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company
in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders.


 


“Affiliate” of any specified
person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such
specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities
or by agreement or otherwise.


 


“Agent” means any Registrar,
Paying Agent, authentication agent or transfer agent.


 


“Applicable Procedures” means,
with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures
of DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in effect from time to time.


 


“Authorized Newspaper” means
a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in the place in connection with which the term is used.


 


“Board of Directors” means the
Board of Directors of the Company or any duly authorized committee thereof.


 


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


 


“Business Day” means any day
other than a Saturday, Sunday or other day on which the New York Stock Exchange is closed or banking institutions are authorized or required
by law, regulation or executive order to close or be closed in the State of New York, the State of Colorado or in the city of the Corporate
Trust Office.


 


“Capital Interests” means any
and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, including, without limitation,
with respect to partnerships, partnership interests (whether general or limited) and 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, such partnership.


 


“Company” means the party named
as such above until a successor replaces it and thereafter means the successor.


 


“Company Order” means a written
order signed in the name of the Company by two Officers, and delivered to the Trustee.


 






    1


     


    

 


“Company Request” means a written
request signed in the name of the Company by its Chief Executive Officer, Chief Financial Officer or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Corporate Trust Office” means
the address of the Trustee specified in Section 10.02, or such other address as to which the Trustee may give notice to the Holders
and the Company.


 


“Default” means any event which
is, or after notice or passage of time or both would be, an Event of Default.


 


“Depositary” means, with respect
to the Securities of any Series issuable or issued in whole or part in the form of one or more Global Securities, the person designated
as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and
if at any time there is more than one such person, “Depositary” as used with respect to the Securities of any Series shall
mean the Depositary with respect to the Securities of such Series.


 


“Discount Security” means any
Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.02.


 


“Dollars” and “$”
means the currency of The United States of America.


 


“DTC” means The Depository Trust
Company, a New York corporation, or its successors or assigns.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


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


 


“Foreign Government Obligations”
means, with respect to Securities of any Series that are denominated in a Foreign Currency, (i) direct obligations of the government
that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations
of a person controlled or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by such government, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof.


 


“GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Standards Board
or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.


 


“Global Security” or “Global
Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.02 evidencing
all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of
such Depositary or nominee.


 


“Holder” means a person in whose
name a Security is registered in the records of the Registrar.


 


“Indenture” means this Indenture
as amended or supplemented from time to time and shall include the form and terms of particular Series of Securities established
as contemplated hereunder.


 


“interest” with respect to any
Discount Security which by its terms bears interest only after Maturity means interest payable after Maturity.


 


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


 






    2


     


    

 


“Officer” means the Chief Executive
Officer, Chief Financial Officer, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary
of the Company.


 


“Officers’ Certificate”
means a certificate signed by two Officers, and delivered to the Trustee, in accordance with Section 10.04 and Section 10.05
herein and meets the requirements set forth in this Indenture.


 


“Opinion of Counsel” means a
written opinion of legal counsel who is acceptable to the Trustee, in accordance with Section 10.04 and Section 10.05 herein
and meets the requirements set forth in this Indenture. The counsel may be an employee of or counsel to the Company.


 


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


 


“principal” of a Security means
the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security.


 


“Responsible Officer” means
any officer of the Trustee in its Corporate Trust Office with direct responsibility for the administration of this Indenture and also
means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of
his or her knowledge of and familiarity with a particular subject.


 


“SEC” means the Securities and
Exchange Commission.


 


“Securities” means the debentures,
notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“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 amendments, 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.


 


“Series” or “Series of
Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.01
and 2.02 hereof.


 






    3


     


    

 


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


 


“Subsidiary” means, with respect
to any person, any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital
Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof
or, in the case of a partnership, more than 50% of the partners’ Capital Interests (considering all partners’ Capital Interests
as a single class), is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries
of such person or combination thereof.


 


“TIA” means the Trust Indenture
Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture and the rules and regulations promulgated
thereunder; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means,
to the extent required by any such amendment, the Trust Indenture Act as so amended.


 


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


 


“U.S. Government Obligations”
means securities which are (i) direct obligations of The United States of America for the payment of which its full faith and credit
is pledged or (ii) obligations 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, and
which are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of
any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except
as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository receipt.


 


Section 1.02 Other Definitions.


 


	TERM	 	DEFINED

IN

SECTION
	Bankruptcy Law	 	6.01
	Custodian	 	6.01
	Event of Default	 	6.01
	Judgment Currency	 	10.16
	Legal Holiday	 	10.07
	mandatory sinking fund payment	 	11.01
	Market Exchange Rate	 	10.15
	New York Banking Day	 	10.16
	optional sinking fund payment	 	11.01
	Paying Agent	 	2.04
	Registrar	 	2.04
	Required Currency	 	10.16
	successor person	 	5.01
	 	 	 


 






    4


     


    

 


Section 1.03 Incorporation by Reference of Trust Indenture
Act.


 


Whenever this Indenture refers to a provision
of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this
Indenture have the following meanings:



 


“Commission” means the SEC.


 


“indenture securities” means
the Securities.


 


“indenture security holder”
means a Holder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 


“obligor” on the indenture securities
means the Company and any successor obligor upon the Securities.


 


All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein
are used herein as so defined.


 


Section 1.04 Rules of Construction.


 


Unless the context otherwise requires:


 


(a) a term has the meaning assigned to it;


 


(b) an accounting term not otherwise defined
has the meaning assigned to it in accordance with generally accepted accounting principles;


 


(c) references to “generally accepted
accounting principles” and “GAAP’ shall mean generally accepted accounting principles in effect as of the time when
and for the period as to which such accounting principles are to be applied;


 


(d) “or” is not exclusive;


 


(e) words in the singular include the plural,
and in the plural include the singular; and


 


(f) provisions apply to successive events
and transactions.


 


ARTICLE II


THE SECURITIES


 


Section 2.01 Issuable in Series. The
aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may
be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined in the manner
provided in a Board Resolution, supplemental indenture or Officers’ Certificate detailing the adoption of the terms thereof pursuant
to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution,
Officers’ Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted under
a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from
which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that
all Series of Securities shall be equally and ratably entitled to the benefits of this Indenture.


 






    5


     


    

 


Section 2.02 Establishment of Terms of
Series of Securities. At or prior to the issuance of any Securities within a Series, the following shall be established (as to
the Series generally, in the case of Subsection 2.02(a) and either as to such Securities within the Series or as to the
Series generally in the case of Subsections 2.02(b) through 2.02(s)) by or pursuant to a Board Resolution, and set forth or
determined in the manner provided in a Board Resolution, supplemental indenture or an Officers’ Certificate:


 


(a) the form and title of the Series (which
shall distinguish the Securities of that particular Series from the Securities of any other Series);


 


(b) the price or prices (expressed as a percentage
of the principal amount thereof) at which the Securities of the Series will be issued;


 


(c) any limit upon the aggregate principal
amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.07,
2.08, 2.11, 3.06 or 9.06);


 


(d) the date or dates on which the principal
of the Securities of the Series is payable;


 


(e) the rate or rates (which may be fixed
or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity,
commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the
date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be
payable and any regular record date for the interest payable on any interest payment date;


 


(f) the place or places where the principal
of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such Series may be surrendered
for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means;


 


(g) if applicable, the period or periods within
which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole
or in part, at the option of the Company;


 


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


 


(i) the dates, if any, on which and the price
or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other
detailed terms and provisions of such repurchase obligations;


 


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


 


(k) if other than the principal amount thereof,
the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.02;


 


(l) the currency of denomination of the Securities
of the Series, which may be Dollars or any Foreign Currency, and the agency or organization, if any, responsible for overseeing such composite
currency and the Paying Agent for such Foreign Currency Securities (which shall not be the Trustee without the consent of the Trustee);


 


(m) the provisions, if any, relating to any
security provided for the Securities of the Series;


 


(n) any addition to or change in the Events
of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 6.02;


 


(o) any addition to or change in the covenants
set forth in Articles IV or V which applies to Securities of the Series;


 






    6


     


    

 


(p) the provisions, if any, relating to conversion
of any Securities of such Series, including, if applicable, the securities into which the Securities are convertible, the conversion price,
the conversion period, provisions as to whether conversion will be mandatory, at the option of the Holders or at the option of the Company,
the events requiring an adjustment of the conversion price and provisions affecting conversion if such Series of Securities are redeemed;


 


(q) whether payment on the Securities of such
Series will be subordinated to the payment of Senior Indebtedness and, if applicable, a description of the subordination terms thereof;


 


(r) any depositaries, interest rate calculation
agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed
herein; and


 


(s) any other terms of the Securities of the
Series (which may modify or delete any provision of this Indenture insofar as it applies to such Series), but which shall not affect
the rights, duties, obligations or immunities of the Trustee without the consent of the Trustee.


 


All Securities of any one Series need not
be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant
to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to above, and, unless otherwise provided,
a Series may be reopened, without the consent of the Holders, for increases in the aggregate principal amount of such Series and
issuances of additional Securities of such Series.


 


Section 2.03 Execution and Authentication.
At least one Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a
Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. A Security shall
not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The manual signature of the Trustee
shall be conclusive evidence that the Security has been authenticated under this Indenture. At any time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication and the Trustee shall
authenticate and deliver Securities for original issue in the principal amount provided in a Company Order. Such Company Order may authorize
authentication and delivery pursuant to electronic instructions in PDF from the Company or its duly authorized agent or agents. Each Security
shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the
maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate
delivered pursuant to Section 2.02, except as provided in Section 2.02 or 2.08. Prior to the first issuance of Securities of
any Series, the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Board
Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or
of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an
Officers’ Certificate complying with Section 10.04 relating to the issuance, authentication and delivery of the Securities
and (c) an Opinion of Counsel complying with Section 10.04 relating to the issuance, authentication and delivery of the Securities.
The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being
advised by counsel, determines that such action may not be taken lawfully; (b) if the Trustee shall determine in good faith that
such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities; or (c) if
the issuance of such Securities will affect the rights, powers, duties or immunities of the Trustee under the Securities and this Indenture
or otherwise in a manner which is not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable
to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference
in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights
as an Agent to deal with the Company or an Affiliate of the Company.


 


Section 2.04 Registrar and Paying Agent.
The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant
to Section 2.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying
Agent”) and where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”).
The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will
give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar or Paying
Agent. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents
and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve
the Company of its obligations to maintain a Registrar or Paying Agent in each place so specified pursuant to Section 2.02 for Securities
of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the name or address of any such co-registrar or additional paying agent. The term “Registrar” includes
any co-registrar; and the term “Paying Agent” includes any additional paying agent. The Company hereby appoints the Trustee
the initial Registrar or Paying Agent for each Series unless another Registrar or Paying Agent, as the case may be, is appointed
prior to the time Securities of that Series are first issued.


 






    7


     


    

 


Section 2.05 Paying Agent to Hold Money
in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in
trust, for the benefit of Holders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment
of principal of or interest on the Series of Securities, and will notify the Trustee in writing of any default by the Company in
making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a Subsidiary
of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of
Securities all money held by it as Paying Agent.


 


Section 2.06 Holder Lists. The Trustee
shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders
of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company
shall furnish to the Trustee at least ten (10) days before each interest payment date and at such other times as the Trustee may
request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Holders
of each Series of Securities.


 


Section 2.07 Transfer and Exchange.
Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange
them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute, and the
Trustee shall authenticate and deliver the Securities at the Company’s request upon receipt of a Company Order. No service charge
shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require
payment of a sum sufficient to cover any tax or similar charge payable in connection therewith (other than any such tax or similar charge
payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.06). Neither the Company nor the Registrar shall be required (a) to issue,
register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately
preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business
on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being
called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption
in part. All Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Every
Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof
or its attorney duly authorized in writing.


 


Section 2.08 Mutilated, Destroyed, Lost
and Stolen Securities.


 


(a) If any mutilated Security is surrendered
to the Trustee, the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate and make available for
delivery in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss
or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either
of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser,
the Company shall execute and upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery, in lieu
of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.


 






    8


     


    

 


(b) Upon the issuance of any new Security
under this Section, the Company may require the payment of a sum sufficient to cover any tax or other charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any Series issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities.


 


Section 2.09 Outstanding Securities.
The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions
hereof and those described in this Section as not outstanding. If a Security is replaced pursuant to Section 2.08, it ceases
to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser. If
the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities
of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease
to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding because the Company or an Affiliate
of the Company holds the Security. In determining whether the Holders of the requisite principal amount of outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a 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 6.02.


 


Section 2.10 Treasury Securities. In
determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand,
authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company shall be disregarded, except that
for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction,
notice, consent or waiver, only Securities of a Series that a Responsible Officer of the Trustee has record are so owned shall be
so disregarded.


 


Section 2.11 Temporary Securities.
Until definitive Securities are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate temporary Securities
upon receipt of a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and execute and
the Trustee, upon receipt of a Company Order, shall authenticate definitive Securities of the same Series and date of maturity in
exchange for temporary Securities. Until so exchanged, temporary Securities shall have the same rights under this Indenture as the definitive
Securities.


 


Section 2.12 Cancellation. The Company
at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered
for registration of transfer, exchange, payment, replacement or cancellation in accordance with its customary procedures. The Company
may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.


 






    9


     


    

 


Section 2.13 Defaulted Interest. If
the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest at the rate established
for the particular Series, if any, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons
who are Holders of the Series on a subsequent special record date. The Company shall fix the special record date and payment date.
At least ten (10) days before the special record date, the Company shall mail to the Trustee and to each Holder of the Series a
notice that states the record date, the related payment date and the amount of interest to be paid. The Company may also pay defaulted
interest in any other lawful manner.


 


Section 2.14 Global Securities.


 


(a) Terms of Securities. A Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued
in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities.


 


(b) Transfer and Exchange. Notwithstanding
any provisions to the contrary contained in Section 2.07 of the Indenture and in addition thereto, any Global Security shall be exchangeable
pursuant to Section 2.07 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security
or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such
Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case,
the Company fails to appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event,
(ii) the Company executes and delivers to the Trustee an Officers’ Certificate stating that such Global Security shall be so
exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global Security shall have happened
and be continuing and the Depositary requests the Company to exchange the Securities. Any Global Security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an
aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.


 


(c) A Global Security may not be transferred
except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee
of such a successor Depositary.


 


(d) Legend. Any Global Security issued hereunder
shall bear a legend in substantially the following form:


 


“This Security is a Global Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary. This
Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary,
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 a successor Depositary.”


 


(e) Acts of Holders. The Depositary, as a
Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action which a Holder is entitled to give or take under the Indenture.


 


(f) Payments. Notwithstanding the other provisions
of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the principal of and interest, if any,
on any Global Security shall be made to the Holder thereof.


 


(g) [Reserved].


 


(h) The Depositary or its nominee, as registered
owner of a Global Security, shall be the Holder of such Global Security for all purposes under the Indenture and the Securities, and owners
of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s
beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records
maintained by the Depositary or its nominee and such owners of beneficial interests in a Global Security will not be considered the owners
or holders thereof. Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Global Security
provides for notice of any event (including any notice of redemption or repurchase) to a Holder of a Global Security (whether by mail
or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions
from the Depositary or its designee, including by electronic mail in accordance with applicable Depositary procedures.


 






    10


     


    

 


Section 2.15 CUSIP Numbers. The Company
in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, “CUSIP” numbers shall
be used in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as
to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in “CUSIP”
numbers of which the Company becomes aware.


 


ARTICLE III


REDEMPTION


 


Section 3.01 Notice to Trustee. The
Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant
to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms
as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior
to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify
the Trustee in writing of the redemption date and the principal amount of the Series of Securities to be redeemed at least 40, and
not more than 60, days before the redemption date.


 


Section 3.02 Selection of Securities to
be Redeemed. Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers’
Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to
be redeemed by lot in any manner that the Trustee deems fair and appropriate or in accordance with the procedures of the applicable Depositary.
In the case of certificated notes, the Trustee shall make the selection from Securities of the Series outstanding not previously
called for redemption. Securities of a Series and portions selected for redemption shall be in amounts of $1,000 or whole multiples
of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.02(j), the minimum
principal denomination for each Series and integral multiples thereof; in the case of global notes, the selection of Securities shall
be made in accordance with the applicable procedures of DTC. Provisions of this Indenture that apply to Securities of a Series called
for redemption also apply to portions of Securities of that Series called for redemption. The Trustee shall not be liable for the
selection made in accordance with this Section 3.02. For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part,
to the portion of the principal of such Security which has been or is to be redeemed.


 


Section 3.03 Notice of Redemption.


 


(a) At least 30 days but not more than 60
days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to
be redeemed. The notice shall identify the Securities of the Series to be redeemed and shall state:


 


(i) the redemption date;


 


(ii) the redemption price or the manner of the calculation
of the redemption price;


 


(iii) the name and address of the Paying Agent;


 


(iv) that Securities of the Series called for redemption
must be surrendered to the Paying Agent to collect the redemption price;


 






    11


     


    





 


(v) that interest on Securities of the Series called
for redemption ceases to accrue on and after the redemption date;


 


(vi) the CUSIP number, if any;


 


(vii) if such redemption or notice is subject to satisfaction
of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date maybe delayed
until such time as any or all such conditions shall be satisfied and a new redemption date will be set by the Company in accordance with
applicable DTC or Trustee procedures, or such redemption may not occur and such notice may be rescinded in the event that any or all such
conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed; and


 


(viii) any other information as may be required by the
terms of the particular Series or the Securities of a Series being redeemed.


 


At the Company’s written request, the Trustee
shall give the notice of redemption in the Company’s name and at its expense; provided that the Company shall have delivered to
the Trustee, at least five Business Days (or such shorter period as the Trustee may consent to in writing) before notice of redemption
is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03, an Officers’ Certificate of the Company
requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding
paragraph.


 


Section 3.04 Effect of Notice of Redemption.
Once notice of redemption is mailed or published as provided in Section 3.03, Securities of a Series called for redemption become
due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the
Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date; provided that installments
of interest whose Stated Maturity is on or prior to the redemption date shall be payable to the Holders of such Securities (or one or
more predecessor Securities) registered at the close of business on the relevant record date therefor according to their terms and the
terms of this Indenture.


 


Section 3.05 Deposit of Redemption Price.
On or before 10:00 a.m., New York City time, on the Business Day prior to the redemption date, the Company shall deposit with the Paying
Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.


 


Section 3.06 Securities Redeemed in Part.
Upon surrender of a Security that is redeemed in part, the Company shall issue and execute and the Trustee, upon receipt of a Company
Order, shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the
unredeemed portion of the Security surrendered.


 


ARTICLE IV 


COVENANTS


 


Section 4.01 Payment of Principal and Interest.
The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay
the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this
Indenture by 10:00 a.m., New York City time on the due date.


 


Section 4.02 SEC Reports. The Company
shall, so long as any of the Securities are outstanding, electronically file with the Commission the annual, quarterly and other periodic
reports that the Company is required to file (or would be otherwise required to file) with the Commission pursuant to Sections 13 and
15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA Section 314(a). The Trustee shall
have no duty to review or analyze any reports furnished or made available to it. Delivery of any reports, information and documents to
the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). The Trustee shall
not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with
respect to any reports or other documents filed with the Commission or its website or under this Indenture, or participate in any conference
calls.


 






    12


     


    

 


Section 4.03 Compliance Certificate.
The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, within 120 days after the end of each fiscal
year (which on the date hereof ends on December 31) of the Company, an Officers’ Certificate stating whether or not to the
knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions
hereof (without regard to any period of grace or requirement of notice provided hereunder), and if a Default or Event of Default shall
have occurred, specifying all such Defaults or Events of Default and the nature and status thereof of which they may have knowledge.


 


The Company shall, so long as any of the Securities
are outstanding, deliver to the Trustee, within thirty (30) days after becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto;
provided that no notice shall be required to the extent that the event that would constitute a Default or Event of Default has been cured
or waived.


 


Section 4.04 Stay, Extension and Usury
Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture or the Securities and the Company (to the extent it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law has been enacted.


 


Section 4.05 Maintenance of Office or Agency.
The Company will maintain an office or agency required under Section 2.04. The Company will give prompt written notice to the Trustee
of the location, and of any change in location, of such office or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.


 


ARTICLE V 


SUCCESSORS


 


Section 5.01 When Company May Merge,
Etc. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties
and assets to, another person (a “successor person”) unless:


 


(a) the Company is the surviving person or
the successor person (if other than the Company) is organized and validly existing under the laws of any U.S. domestic jurisdiction and
expressly assumes the Company’s obligations on the Securities and under this Indenture pursuant to a supplemental indenture; and


 


(b) immediately after giving effect to the
transaction, no Default or Event of Default shall have occurred and be continuing.


 


For the avoidance of doubt, notwithstanding the
foregoing, the sale, conveyance or transfer of intellectual property and similar or related assets and the Company’s equity ownership
interests in foreign Subsidiaries to one or more of its Subsidiaries, in each case, in connection with its global tax optimization strategies
in conjunction with business operations will not be considered “all or substantially all of its properties and assets.”


 


The Company shall deliver to the Trustee prior
to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that the proposed
transaction and any supplemental indenture comply with, and is authorized or permitted by, this Indenture.


 






    13


     


    

 


Section 5.02 Successor Person Substituted.
Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section  5.01, the successor person formed by such consolidation or into or with which the Company is
merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company
herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall
be released from all obligations and covenants under this Indenture and the Securities.


 


ARTICLE VI 


DEFAULTS AND REMEDIES


 


Section 6.01 Events of Default.


 


“Event of Default,” wherever
used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution,
supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of
Default:


 


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


 


(b) default in the payment of principal of
(or premium, if any, on) any Security of that Series at its Maturity; or


 


(c) default in the performance or breach of
any covenant or warranty of the Company in this Indenture (other than a covenant or warranty for which the consequences of nonperformance
or breach are addressed elsewhere in this Section 6.01 and other than a covenant or warranty that has been included in this Indenture
solely for the benefit of a Series of Securities other than that Series), which default continues uncured for a period of 90 days
after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders
of not less than a majority in principal amount of the outstanding Securities of that Series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(d) the Company pursuant to or within the
meaning of any Bankruptcy Law:


 


(i) commences a voluntary case or proceeding;


 


(ii) consents to the entry of an order for relief against
it in an involuntary case,


 


(iii) consents to the appointment of a Custodian of
it or for all or substantially all of its property,


 


(iv) makes a general assignment for the benefit of its
creditors, or


 


(v) makes an admission in writing that it is generally
unable to pay its debts as the same become due; or


 


(e) a court of competent jurisdiction enters
an order or decree under any Bankruptcy Law that:


 


(i) is for relief against the Company in an involuntary
case,


 


(ii) appoints a Custodian of the Company or for all
or substantially all of its property, or


 


(iii) orders the liquidation of the Company, and the
order or decree remains un-stayed and in effect for 90 days; or


 


(f) any other Event of Default provided with
respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, in accordance with Section 2.02(n).


 






    14


     


    

 


The term “Bankruptcy Law” means
Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors. The term “Custodian” means
any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


Section 6.02 Acceleration of Maturity;
Rescission and Annulment. If an Event of Default with respect to Securities of any Series at the time outstanding occurs and
is continuing (other than an Event of Default referred to in Section 6.01(d) or (e)), then in every such case the Trustee or
the Holders of not less than a majority in principal amount of the outstanding Securities of that Series may declare the principal
amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in
the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default
specified in Section 6.01(d) or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest,
if any, on all outstanding Securities shall be immediately due and payable without any declaration or other act on the part of the Trustee
or any Holder. At any time after such a declaration of acceleration with respect to any Series has been made and before a judgment
or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a
majority in principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if (a) the Company has paid and deposited with the Trustee a sum sufficient to pay
(1) all overdue instalments of interest on all Securities of that Series, (2) the principal of (and premium, if any, on) any
Securities of that Series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate
borne by the Securities of that Series, (3) to the extent that payment of such interest is lawful, interest upon overdue instalments
of interest at the rate borne by the Securities of that Series, and (4) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default
with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which
have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission
shall affect any subsequent Default or impair any right consequent thereon.


 


Section 6.03 Collection of Indebtedness
and Suits for Enforcement by Trustee.


 


The Company covenants that if:


 


(a) default is made in the payment of any
interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or


 


(b) default is made in the payment of principal
of any Security at the Maturity thereof, then the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders
of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment
of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed
therefor in such Securities and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


 


If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection
of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company
or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever situated.


 


If an Event of Default with respect to any Securities
of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.


 






    15


     


    

 


Section 6.04 Trustee May File Proofs
of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company
or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the
Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,
(a) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of
the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable
on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any
Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.05 Trustee May Enforce Claims
Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced
by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.


 


Section 6.06 Application of Money Collected.
Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Securities and
the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


First: To the payment of all amounts due the Trustee
under Section 7.07; and


 


Second: Subject to the terms of Article XII,
to the payment of the amounts then due and unpaid for principal (and premium, if any) of and interest on the Securities in respect of
which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal and interest, respectively; and


 


Third: To the Company.


 


Section 6.07 Limitation on Suits. No
Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


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


 


(b) the Holders of at least a majority in
principal amount of the outstanding Securities of that Series shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee hereunder;


 






    16


     


    

 


(c) such Holder or Holders shall have offered
to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred
in compliance with such request;


 


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


 


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


 


it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.


 


Section 6.08 Unconditional Right of Holders
to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest, if any, on such
Security on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date)
and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 6.09 Restoration of Rights and
Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.


 


Section 6.10 Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.08,
no right or remedy herein conferred upon or reserved to the Trustee or to the Holders 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, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right
or remedy.


 


Section 6.11 Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or acquiescence therein. Every right and remedy
given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


 


Section 6.12 Control by Holders. Subject
to Section 7.02(f), the Holders of a majority in principal amount of the outstanding Securities of any Series shall have the
right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such Series, provided that:


 


(a) such direction shall not be in conflict
with any rule of law or with this Indenture, expose the Trustee to personal liability or be unduly prejudicial to Holders not joining
therein, and


 


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


 






    17


     


    

 


Section 6.13 Waiver of Past Defaults.
The Holders of not less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders
of all the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except
a Default (i) in the payment of the principal of (or premium, if any) or interest on any Security of such Series (provided,
however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration
and its consequences, including any related payment default that resulted from such acceleration) or (ii) in respect of a covenant
or provision hereof which cannot be modified or amended without the consent of the Holder of each outstanding Security of such Series affected.
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon.


 


Section 6.14 Undertaking for Costs.
All parties to this Indenture agree, and each Holder of any Security by its 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 Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the
outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or
interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption,
on the redemption date).


 


Section 6.15 Waiver of Stay or Extension
Laws. The Company covenants (to the extent it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.


 


ARTICLE VII 


TRUSTEE


 


Section 7.01 Duties of Trustee.


 


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


 


(b) Except during the continuance of an Event
of Default:


 


(i) The Trustee need perform only those duties that are expressly
and specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against
the Trustee.


 


(ii) In the absence of bad faith on its part, the Trustee may
conclusively rely and is fully protected, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such
certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine
such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need
not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 






    18


     


    

 


(c) The Trustee may not be relieved from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:


 


(i) This paragraph does not limit the effect of paragraph (b) of
this Section.


 


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


 


(iii) The Trustee shall not be liable with respect to
any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with
the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating to the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture.


 


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


 


(d) Whether or not therein expressly so provided,
every provision of this Indenture that in any way relates to the conduct or affects the liability of or affords protection to the Trustee
is subject to paragraph (a), (b), (c) and (d) of this Section.


 


(e) The Trustee may refuse to perform any
duty or exercise any right or power at the request or direction of any Holder unless it receives indemnity satisfactory to the Trustee
against any loss, liability or expense.


 


(f) The Trustee shall not be liable for interest
on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee shall be held
uninvested and need not be segregated from other funds except to the extent required by law.


 


Section 7.02 Rights of Trustee.


 


(a) The Trustee may conclusively rely on and
shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or
presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document.


 


(b) Before the Trustee acts or refrains from
acting in connection with this Indenture, it may require an Officers’ Certificate. The Trustee shall not be liable for any action
it takes or omits to take in reliance on such Officers’ Certificate. Any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or a Company Order and any resolution of the Board of Directors may be sufficiently evidenced
by a Board Resolution.


 


(c) The Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent
of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary.


 


(d) The Trustee shall not be liable for any
action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s
conduct does not constitute negligence.


 


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


 


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


 






    19


     


    

 


(g) The Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document.


 


(h) The Trustee shall not be deemed to have
notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due, unless written
notice is received by a Responsible Officer of the Trustee at the Corporate Trust Office, and such notice references the Securities generally
or the Securities of a particular Series and this Indenture and states that it is a notice of Default or Event of Default.


 


(i) The permissive rights of the Trustee enumerated
in this Indenture shall not be construed as duties. The Trustee undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture. The Trustee shall not have any duties or responsibilities except those expressly set forth in this Indenture.


 


(j) In no event shall the Trustee be responsible
or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited
to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the
form of action.


 


(k) The Trustee shall not be responsible or
liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly,
by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism;
civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software)
or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood
that the Trustee shall use commercially reasonable efforts to resume performance as soon as reasonably practicable under the circumstances.


 


(l) The Trustee shall not be required to give
any bond or surety in respect of the performance of its powers and duties hereunder.


 


(m) The Trustee may request that the Company
deliver an Officers’ Certificate setting forth the names of the individuals and/or titles of Officers (with specimen signatures)
authorized at such times to take specific actions pursuant to this Indenture.


 


(n) The rights, privileges, protections, immunities
and benefits given to the Trustee, including the right to be indemnified, are extended to, and shall be enforceable by the Trustee in
each of its capacities hereunder, the Agent, and to its agents; provided that (i) in and during an Event of Default, only the Trustee,
and not any agent or Agent, shall be subject to the prudent person standard, and (ii) any Agent or agent shall be liable only to
the extent of its gross negligence or bad faith.


 


(o) The Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed
with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or
nominee so appointed.


 


(p)  If at any time the Trustee is served
with any arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative
process in respect of this Indenture or the Notes or any parts thereof, funds held by it (including, but not limited to, orders of attachment
or garnishment or other forms of levies or injunctions), it shall (i) forward a copy of such arbitral, judicial or administrative
order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process to the Company and (ii) be authorized
to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if the Trustee complies with any
such arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process,
the Trustee shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, award,
decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.


 






    20


     


    

 


(q) The Company will be responsible for making
all calculations called for under this Indenture or the Notes, including but not limited to determination of redemption price, premium,
if any, and any additional amounts or other amounts payable on the Notes. The Company will make all such calculations in good faith and,
absent manifest error, its calculations will be final and binding on Holders. The Company will provide a schedule of its calculations
to the Trustee and the Trustee is entitled to rely conclusively upon the accuracy of such calculations without independent verification.
The Issuer will deliver a copy of such schedule to any Holder upon the written request of such Holder.


 


Section 7.03 Individual Rights of Trustee.
The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company
or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.
The Trustee is also subject to Sections 7.10 and 7.11.


 


Section 7.04 Trustee’s Disclaimer.
The recitals contained herein and in the Securities (except for the Trustee’s certificate of authentication) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to
the validity or adequacy of this Indenture or the Securities and it shall not be accountable for the use or application by the Company
of the Securities or the proceeds thereof.


 


Section 7.05 Notice of Defaults. If
a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if a Responsible Officer
of the Trustee has received written notice thereof, the Trustee shall mail to each Holder of the Securities of that Series a notice
of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has received
written notice of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or
interest on any Security of any Series, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer
of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of that Series.


 


Section 7.06 Reports by the Company to
Holders. For so long as the Notes are outstanding, the Company shall provide to the Trustee and each Holder, without cost to such
Holder or to the Trustee, within 60 days after May 15 in each year, the Company (or if the Company requests, the Trustee) shall transmit
by mail to all Holders, as their names and addresses appear on the register kept by the Registrar a brief report dated as of such May 15,
in accordance with, and to the extent required under, TIA Section 313. A copy of each report at the time of its mailing to Holders
of any Series shall be filed with the SEC and each stock exchange on which the Securities of that Series are listed. The Company
shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange.


 


Section 7.07 Compensation and Indemnity.
The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to
time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by
the Trustee. Such expenses shall include the reasonable compensation, expenses and disbursements of the Trustee’s agents and counsel.
The Company shall indemnify each of the Trustee and any predecessor Trustee and hold each of them harmless against any loss, liability
or expense (whether brought by the Company, a Holder, or any third-party), including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder, and enforcing the terms of this Indenture including the indemnification provided herein. This
indemnification shall apply to officers, directors, employees, shareholders, advisors, representatives and agents (each party and the
Trustee, an “Indemnified Party”) of the Trustee. The Company need not reimburse any expense or indemnify against any loss
or liability directly caused by such Indemnified Party through the negligence or bad faith of such Indemnified Party.  The obligations
of the Company under this Section shall not be subordinated to the payment of Senior Indebtedness pursuant to Article XII. To
secure the Company’s obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all
money, funds or property held or collected by the Trustee, except that funds held in trust to pay principal of or interest on particular
Securities of that Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or
(e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency,
bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination
of this Indenture.


 






    21


     


    

 


Section 7.08 Replacement of Trustee.
A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section. The Trustee may resign at any time with respect to the Securities of one or more
Series by so notifying the Company in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority
in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee
and the Company in writing. The Company may remove the Trustee (by written notice to the Trustee) with respect to Securities of one or
more Series if:


 


(a) the Trustee fails to comply with Section 7.10;


 


(b) the Trustee is adjudged bankrupt or insolvent
or an order for relief is entered with respect to the Trustee under any insolvency, bankruptcy or similar law;


 


(c) a custodian or public officer takes charge
of the Trustee or its property; or


 


(d) the Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.


 


If a successor Trustee with respect to the Securities
of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series may (at the sole
expense of the Company) petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


If a successor Trustee is appointed with respect
to the Securities of one or more (but not all) Series, the Company, the predecessor Trustee and each successor Trustee with respect to
the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect
to the Securities of any Series as to which the predecessor Trustee is not 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 7.08 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.


 


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property
held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.07, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect
to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its
succession to each Holder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.


 






    22


     


    

 


Section 7.09 Successor Trustee by Merger, etc.
If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business (including
administration of this Indenture) to, another person, the successor person without any further act shall be the successor Trustee. In
case any Securities of any Series shall have been authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities of any
Series so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities of such Series.


 


Section 7.10 Eligibility; Disqualification.
This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5) and has
a combined capital and surplus (together with its parent and Affiliates) of at least $15,000,000. The Trustee shall comply with TIA Section 310(b).


 


Section 7.11 Preferential Collection of
Claims Against Company. The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b).
A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.


 


ARTICLE VIII 


SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.01 Satisfaction and Discharge
of Indenture.


 


This Indenture shall upon Company Order cease to
be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, upon Company Request and at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a) any of the following shall have occurred:


 


(i) no Securities have been issued hereunder;


 


(ii) all Securities theretofore authenticated and delivered
(other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee
for cancellation; or


 


(iii) all such Securities not theretofore delivered to
the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within
one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company;


 


and the Company has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in
the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption
date, as the case may be;


 


(b) the Company has paid or caused to be paid
all other sums payable by the Company under this Indenture; and


 


(c) the Company has delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to
clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive.


 






    23


     


    

 


Section 8.02 Application of Trust Funds;
Indemnification.


 


(a) Subject to the provisions of Section 8.05,
all money deposited with the Trustee pursuant to Section 8.01, all money and U.S. Government Obligations or Foreign Government Obligations
deposited with the Trustee pursuant to Section 8.03 or 8.04 and all money received by the Trustee in respect of U.S. Government Obligations
or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04, shall be held in trust and applied
by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent
(other than the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal
and interest for whose payment such money has been deposited with or received by the Trustee or analogous payments as contemplated by
Sections 8.03 or 8.04; but such money need not be segregated from other funds except to the extent required by law.


 


(b) The Company shall pay and shall indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Obligations
deposited pursuant to Sections 8.03 or 8.04 or the interest and principal received in respect of such obligations other than any payable
by or on behalf of Holders.


 


(c) The Trustee shall deliver or pay to the
Company from time to time upon Company Request any U.S. Government Obligations or Foreign Government Obligations or money held by it as
provided in Sections 8.03 or 8.04 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required
to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations
held under this Indenture.


 


(d) Notwithstanding anything to the contrary
herein, if the Trustee cannot reasonably deal with such Foreign Government Obligations, upon notification by the Trustee of such inability,
the Company shall appoint a Paying Agent with respect to such Foreign Government Obligations. The Trustee shall have no duty to supervise,
and shall in no event be liable for, the acts or omissions of such Paying Agent.


 


Section 8.03 Legal Defeasance of Securities
of any Series. Unless this Section 8.03 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities
of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any
Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture,
as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company,
shall, at Company Request, execute proper instruments acknowledging the same), except as to:


 


(a) the rights of Holders of Securities of
such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of (and
premium, if any) and each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity
of such principal or installment of principal (and premium, if any) or interest, and (ii) the benefit of any mandatory sinking fund
payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the
terms of this Indenture and the Securities of such Series; and


 


(b) the provisions of Sections 2.04, 2.05,
2.07, 2.08, 8.02, 8.03 and 8.05 and Article VII; and


 


(c) the rights and immunities of the Trustee
hereunder;


 






    24


     


    

 


provided that, the following conditions shall have been satisfied:


 


(i) with reference to this Section 8.03, the Company
shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds
in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of
the Holders of such Securities (A) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S.
Government Obligations, or (B) subject to Section 8.02(d) herein, in the case of Securities of such Series denominated
in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, in each case which through the payment
of interest and principal (and premium, if any) in respect thereof in accordance with their terms, will provide (and without reinvestment
and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an
amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking
fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal (and premium,
if any) and such sinking fund payments are due;


 


(ii) such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it
is bound;


 


(iii) no Default or Event of Default with respect to
the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the
91st day after such date;


 


(iv) the Company shall have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change
in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that,
the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result
of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts and in the same manner and at
the same times as would have been the case if such deposit, defeasance and discharge had not occurred;


 


(v) the Company shall have delivered to the Trustee
an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities
of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company;


 


(vi) the Company shall have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance
contemplated by this Section have been complied with; and


 


(vii) such defeasance shall not result in the trust
arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless
such trust shall be registered under such Act or exempt from registration thereunder.


 


Section 8.04 Covenant Defeasance. Unless
this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and
after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect
to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any
additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’
Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default
or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental
indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02
and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of
such Series, provided that the following conditions shall have been satisfied:


 


(a) with reference to this
Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with
the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such
Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of
such Series denominated in a Foreign Currency (other than a composite currency), money and/or, subject to
Section 8.02(d) herein, Foreign Government Obligations, in each case which through the payment of interest and principal
(and premium, if any) in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax
liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash,
sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge each installment of principal (and premium, if any) of and
interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such
installments of interest or principal (and premium, if any) and such sinking fund payments are due;


 






    25


     


    

 


(b) such deposit will not result in a breach
or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or
by which it is bound;


 


(c) no Default or Event of Default with respect
to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on
the 91st day after such date;


 


(d) the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred;


 


(e) the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating
to the covenant defeasance contemplated by this Section have been complied with; and


 


(f) Such defeasance shall not result in the
trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended,
unless such trust shall be registered under such Act or exempt from registration thereunder.


 


Section 8.05 Repayment to Company.
The Trustee and the Paying Agent shall pay to the Company, upon Company Request, any money held by them for the payment of principal (and
premium, if any) and interest that remains unclaimed for two years, and after such time, Holders entitled to the money must look to the
Company for payment as general creditors unless an applicable abandoned property law designates another person.


 


Section 8.06 Reinstatement. If the
Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of any Series in accordance with Section 8.01
by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the obligations of the Company under this Indenture with respect to the Securities of such
Series and under the Securities of such Series shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with Section 8.01;
provided, however, that if the Company has made any payment of principal of, premium (if any) or interest on any Additional Amounts with
respect to any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money held by the Trustee or the Paying Agent; provided, however, that the Trustee
shall not be responsible for monitoring or enforcing the accuracy of sufficiency of such Additional Amounts. The Company shall provide
the Trustee and Paying Agent with an Officers’ Certificate describing any Additional Amounts to be included in any payment.


 


ARTICLE IX 


AMENDMENTS AND WAIVERS


 


Section 9.01 Without Consent of Holders.
The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of
any Holder:


 


(a) to evidence the succession of another
person to the Company under this Indenture and the Securities and the assumption by any such successor person of the obligations of the
Company hereunder and under the Securities;


 


(b) to add or remove covenants of the Company
for the benefit of the Holders of all or any Series of Securities (and if such covenants are to be for the benefit of less than all
Series of Securities, stating that such covenants are expressly being included for the benefit of such Series) or to surrender any
right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders (as determined
by the Company);


 






    26


     


    

 


(c) to add any additional Events of Default;


 


(d) to add to or change any of the provisions
of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable
or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated
form;


 


(e) 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
(A) shall neither (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 such Security Outstanding;


 


(f) to establish the forms or terms of the
Securities of any Series issued pursuant to the terms hereof;


 


(g) to cure any ambiguity or defect or correct
any inconsistency in this Indenture;


 


(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;


 


(i) to qualify this Indenture under the Trust
Indenture Act;


 


(j) to provide for uncertificated Securities
in addition to certificated Securities;


 


(k) [Reserved].; and


 


(l) to comply with the rules or regulations
of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.


 


Section 9.02 With Consent of Holders.
The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained
in connection with a tender offer or exchange offer for the Securities of such Series), 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 each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal
amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or
the Securities with respect to such Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.02
to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the
substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders
of Securities affected thereby, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or
publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture
or waiver.


 


Section 9.03 Limitations. Without the
consent of each Holder affected, an amendment or waiver may not:


 


(a) reduce the amount of Securities whose
Holders must consent to an amendment, supplement or waiver;


 


(b) reduce the rate of or extend the time
for payment of interest (including default interest) on any Security;


 


(c) reduce the principal or change the Stated
Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund;


 






    27


     


    





 


(d) reduce the principal amount of Discount
Securities payable upon acceleration of the maturity thereof;


 


(e) waive a Default or Event of Default in
the payment of the principal of (or premium, if any) or interest, if any, on any Security (except a rescission of acceleration of the
Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and
a waiver of the payment default that resulted from such acceleration);


 


(f) make the principal of or interest, if
any, on any Security payable in any currency other than that stated in the Security;


 


(g) make any change in Sections 6.08, 6.13,
or 9.03; or


 


(h) waive a redemption payment with respect
to any Security.


 


Section 9.04 Compliance with Trust Indenture
Act. Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture
hereto that complies with the TIA as then in effect.


 


Section 9.05 Revocation and Effect of Consents.
Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is
a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the
date of the supplemental indenture or the date the waiver becomes effective. Any amendment or waiver once effective shall bind every Holder
of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (h) of
Section 9.03. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.


 


Section 9.06 Notation on or Exchange of
Securities. The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter
authenticated. The Company in exchange for Securities of that Series may issue and execute and the Trustee shall authenticate, upon
Company Order, new Securities of that Series that reflect the amendment or waiver.


 


Section 9.07 Trustee Protected. In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall receive, in addition to the documents required by Section 10.04,
and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that all conditions precedent
in this Indenture to the execution of such supplemental indenture, have been complied with, such supplemental indenture is authorized
under this Indenture, and, such supplemental indenture is the valid and legally binding obligation of the Company. The Trustee may, but
shall not be obligated to, sign any supplemental indenture that affects the Trustee’s own rights, duties, powers, liabilities, indemnities
or immunities under this Indenture or otherwise.


 


ARTICLE X


MISCELLANEOUS


 


Section 10.01 Trust Indenture Act Controls.
If any provision of this Indenture limits, qualifies or conflicts with another provision which is required or deemed to be included in
this Indenture by the TIA, such required or deemed provision shall control.


 






    28


     


    

 


Section 10.02 Notices.


 


(a) Any notice or communication by the Company
or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and delivered in person, by overnight
courier or mailed by first-class mail or sent by facsimile addressed as follows:


 


if to the Company:


 


Yatra Online, Inc.

1101 03, 11th  Floor, Tower B

Unitech Cyber Park

Sector 39, Gurgaon, Haryana 122002,

India

Attention:

Chief Executive Officer


 


With a copy to:


 


Goodwin Procter LLP


Exchange Place


Boston, MA 02109


Attn: Jocelyn M. Arel


Fax: 617-523-1231


 


if to the Trustee:


 





UMB Bank, National Association 


100 William Street, Suite 1850 


New York, NY 10038 


Attention: Corporate Trust - Yatra Online, Inc. 


Email: david.massa@umb.com (which shall not constitute notice)


 




 


(b) The Company or the Trustee by notice to
the other may designate additional or different addresses for subsequent notices or communications. Any notice or communication to a Holder
shall be mailed by first-class mail to its address shown on the register kept by the Registrar (or such other frequency as is expressly
provided in the Indenture). Failure to mail a notice or communication to a Holder of any Series or any defect in it shall not affect
its sufficiency with respect to other Holders of that or any other Series. If a notice or communication is mailed or published in the
manner provided above, within the time prescribed, it is duly given, whether or not the Holder receives it. If the Company mails a notice
or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.


 


(c) Unless otherwise provided in this Indenture,
any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Company may, upon Company
Request received by the Trustee not fewer than ten (10) Business Days prior (or such shorter period of time as may be acceptable
to the Trustee) to the date on which such notice must be given or served, be given or served by the Trustee in the name of and at the
expense of the Company.


 


(d) All notices, approvals, consents, requests
and any communications hereunder must be in writing (provided that any communications sent to Trustee hereunder must be in the form of
a document that is signed manually or by way of a digital signature provided by DocuSign (or such other digital signature provider as
specified in writing to Trustee by the authorized representative), in English. Company agrees to assume all risks arising out of the use
of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee
acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 


Section 10.03 Communication by Holders
with Other Holders. Holders of any Series may communicate pursuant to TIA Section 312(b) with other Holders of that
Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series.
The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).


 


Section 10.04 Certificate and Opinion as
to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the
Company shall furnish to the Trustee:


 


(a) an Officers’ Certificate (which
shall include the statements set forth in Section 10.05 hereof) stating that, in the opinion of the signers, all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been complied with; and


 






    29


     


    

 


(b) an Opinion of Counsel (which shall include
the statements set forth in Section 10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent have
been complied with.


 


Section 10.05 Statements Required in Certificate
or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other
than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and
shall include:


 


(a) a statement that the person making such
certificate or opinion has read such covenant or condition and the definitions relating thereto;


 


(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 has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and


 


(d) a statement as to whether or not, in the
opinion of such person, such condition or covenant has been complied with.


 


Section 10.06 Rules by Trustee and
Agents. The Trustee may make reasonable rules for action by or a meeting of Holders of one or more Series. Any Agent may make
reasonable rules and set reasonable requirements for its functions.


 


Section 10.07 Legal Holidays. Unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, a “Legal
Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.


 


Section 10.08 No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue
of the Securities.


 


Section 10.09 Counterparts. This Indenture
may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture
as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


Section 10.10 Governing Laws. This
Indenture and the Securities will be governed by, and construed in accordance with, the internal laws of the State of New York, without
regard to conflict of law principles that would result in the application of any law other than the laws of the State of New York.


 


Section 10.11 No Adverse Interpretation
of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary
of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 10.12 Successors. All agreements
of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.


 






    30


     


    

 


Section 10.13 Severability. In case
any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 10.14 Table of Contents, Headings,
Etc. The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture have been inserted
for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or
provisions hereof.


 


Section 10.15 Securities in a Foreign Currency.
Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant
to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture
any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all
Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which
are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed
to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the
Market Exchange Rate at such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon
Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such
Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as
the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities
pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative
determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to
the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The
Trustee shall be fully justified and protected and shall incur no liability in relying and acting upon information received by it from
the Company and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information independent
of the Company. Notwithstanding anything to the contrary herein, if the Trustee cannot reasonably process a payment in a Foreign Currency,
upon notification by the Trustee of such inability, the Company shall appoint a paying agent for such payment in Foreign Currency. The
Trustee shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of such paying agent.


 


Section 10.16 Judgment Currency. The
Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the principal of or interest or other amount on the Securities
of any Series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Company could
purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final un-appealable judgment is
entered, unless such day is not a New York Banking Day, then the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Company could purchase in The City of New York the Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which final un-appealable judgment is entered and (b) its obligations under this Indenture to make
payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any judgment (whether
or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed
to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes
of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a Legal Holiday in The City of
New York on which banking institutions are authorized or required by law, regulation or executive order to close.


 






    31


     


    

 


Section 10.17 U.S.A. Patriot Act. The
Company acknowledges that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions,
and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies
each person or legal entity that establishes a relationship or opens an account with the Trustee. The Company agrees that it will provide
the Trustee with such information as it may reasonably request as required in order for the Trustee to satisfy the requirements of the
U.S.A. Patriot Act.


 


Section 10.18 Waiver of Jury Trial.
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING AS BETWEEN THE COMPANY AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE
SECURITIES.


 


ARTICLE XI


SINKING FUNDS


 


Section 11.01 Applicability of Article.
The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series, except as
otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. 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 other amount provided for by the terms of Securities of such Series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 11.02. Each sinking fund payment shall be applied to the redemption of Securities
of any Series as provided for by the terms of the Securities of such Series.


 


Section 11.02 Satisfaction of Sinking Fund
Payments with Securities. The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities
of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to
which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption)
and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been repurchased
by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant
to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant
to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received
by the Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the
Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price
specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be
reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.02,
the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action
be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment,
provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver
to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities
of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the
Company.


 


Section 11.03 Redemption of Securities
for Sinking Fund. Not less than 45 days prior to each sinking fund payment date for any Series of Securities, the Company will
deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that
Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.02,
and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon
be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’
Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.03.
Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections
3.04, 3.05 and 3.06. Prior to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust) in cash a sum equal to any interest that will accrue to the date fixed
for redemption of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section.


 






    32


     


    

 


ARTICLE XII


SUBORDINATION OF SECURITIES


 


Section 12.01 Agreement of Subordination.
The Company 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 XII; and each Holder, 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, premium, if any,
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 Company, whether outstanding at the date of this Indenture
or thereafter incurred.


 


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


 


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


 


Section 12.02 Payments to Holders.


 


(a) 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 Company continuing
beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the Company, 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 Company with respect
to the principal of, or premium, if any, or interest on the Securities, except sinking fund obligations satisfied by credit of acquired
Securities under Section 11.02 prior to the happening of such default and payments made pursuant to Article VIII hereof from
monies deposited with the Trustee pursuant thereto prior to the happening of such default.  The provisions of this Section 12.02(a) shall
not apply to any payment to which Section 12.02(b) would be applicable.


 


(b) Upon any payment by the Company, or
distribution of assets of the Company 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 Company, 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 Company 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 (and premium, if any) 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 Company, or
distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the
Securities would be entitled, except for the provisions of this Article XII, shall (except as aforesaid) be paid by the Company
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 if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such
holders on the basis of the respective amounts of Senior Indebtedness of the Company held by such holders, as calculated by the
Company) 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 Company may have been issued, as their respective interests may appear, to the
extent necessary to pay all Senior Indebtedness of the Company 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 Company, before any payment or distribution
is made to the Holders of the Securities.


 






    33


     


    

 


In the event that, notwithstanding the foregoing,
any payment or distribution of assets of the Company 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 Company is paid
in full, or provision is made for such payment in money in accordance with its terms, and if such fact shall at or prior the time of such
distribution have been made known to such Holder or the Trustee, as the case may be, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee,
agent or other person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness
of the Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Company 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 XII, the words,
 “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated
at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness of the
Company which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Company is assumed by the new person,
if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of
the Company (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 Company with, or the merger
of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V hereof
shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other
person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V hereof.


 


(c) Nothing contained in this Article XII
or elsewhere in this Indenture or in any Security shall prevent the Company, at any time except during the pendency of any case, proceeding,
dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of
the Company referred to in Section 12.02(b) or under the conditions described in Section 12.02(a), from making payment
at any time or principal of (and premium, if any) or interest on the Securities.


 


Section 12.03 Subrogation of Securities.
Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the Holders of the Securities shall be subrogated
to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities
of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities
shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness
of the Company 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 XII to or for the benefit of the holders of Senior Indebtedness of the Company by Holders of the Securities
or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders
of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood
that the provisions of this Article XII 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 Company, on the other hand.


 


Nothing contained in this Article XII or elsewhere
in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of
its Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay
to the Holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities
and creditors of the Company 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 XII of the holders of Senior Indebtedness of the Company in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.


 






    34


     


    

 


Upon any payment or distribution of assets of the
Company referred to in this Article XII, the Trustee, subject to the provisions of Section 7.01, 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 Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto
or to this Article XII.


 


Section 12.04 Authorization by Holders.
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 XII and appoints the Trustee its attorney-in-fact for any
and all such purposes.


 


Section 12.05 Notice to Trustee. The
Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company which would prohibit
the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or
any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall
have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder or holders of Senior Indebtedness
of the Company or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions
of Section 7.01, shall be entitled in all respects to assume that no such facts exist; provided that if the Trustee shall
not have received the notice provided for in this Section 12.05 at least three Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium,
if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such 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 during or after such three Business Day period. Notwithstanding anything to the contrary
hereinbefore set forth, nothing shall prevent any payment by the Company or the Trustee to the Holders of monies in connection with a
redemption of Securities if (i) notice of such redemption has been given hereof prior to the receipt by the Trustee of written notice
as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date.


 


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 Company (or a
trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness of the Company 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 Company to participate in any payment or distribution
pursuant to this Article XII, 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 Company 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 XII, 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 12.06 Trustee’s Relation
to Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XII
in respect of any Senior Indebtedness of the Company at any time held by it, to the same extent as any other holder of Senior Indebtedness
of the Company 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 Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth
in this Article XII, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Company 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 Company and the Trustee shall not be liable to any holder of Senior Indebtedness of the Company if it shall pay over or deliver
to Holders of Securities, the Company or any other person money, property, securities or assets to which any holder of Senior Indebtedness
of the Company shall be entitled by virtue of this Article XII or otherwise.


 






    35


     


    

 


Section 12.07 No Impairment of Subordination.
No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall
at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act,
in good faith, by any such holder, or by any noncompliance by the Company 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 12.08 Rights of Trustee.
Nothing in this Article XII shall apply to or subordinate the claims of, or payments to, the Trustee under or pursuant to Section 7.07.


 


Section 12.09 Article Applicable to
Paying Agents. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting
hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided, however, that Section 12.08 and the first paragraph
of Section 12.06 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


[Remainder of page intentionally left blank]


 









    36


     


    

 


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


 


	 	YATRA ONLINE, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	       
	 	 	 
	 	UMB BANK, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Subordinated Indenture]