Exhibit 4.1

   

  GREAT ELM GROUP, INC.

   

  and

   

  AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Trustee

   

  

  
  
     

  

  
   

  INDENTURE

    

    Dated as of June 9, 2022

    

   

  

  
  
     

  

  
  
     

    
      
 

  

  CROSS-REFERENCE TABLE*

   

  	
          Trust Indenture

            Act Section

        	
           

        	 	
          Indenture

            Section

        
	310(a)(1) 	 	7.10
	(a)(2) 	 	7.10
	(a)(3) 	 	N.A.
	(a)(4) 	 	N.A.
	(a)(5) 	 	7.10
	(b) 	 	7.10
	(c) 	 	N.A.
	311(a) 	 	7.11
	(b) 	 	7.11
	(c) 	 	N.A.
	312(a) 	 	2.06
	(b) 	 	11.03
	(c) 	 	11.03
	313(a) 	 	7.06
	(b)(2) 	 	7.06; 7.07
	(c) 	 	7.06; 11.02
	(d) 	 	7.06
	314(a) 	 	4.03; 4.04; 11.02
	(b) 	 	N.A.
	(c)(l) 	 	11.04
	(c)(2) 	 	11.04
	(c)(3) 	 	N.A.
	(d) 	 	N.A.
	(e) 	 	11.05
	(f) 	 	N.A.
	315(a) 	 	7.01
	(b) 	 	7.05; 11.02
	(c) 	 	7.01
	(d) 	 	7.01
	(e) 	 	6.11
	316(a) (last sentence) 	 	2.10
	(a)(l)(A) 	 	6.05
	(a)(l)(B) 	 	6.04
	(a)(2) 	 	N.A.
	(b) 	 	6.07
	(c) 	 	2.14
	317(a)(l) 	 	6.08
	(a)(2) 	 	6.09
	(b) 	 	2.05
	318(a) 	 	11.01
	(b) 	 	N.A.
	(c) 	 	11.01


   

  

  

  
  
     

  

  
  

  N.A. means not applicable.

   

  *This Cross Reference Table is not part of this Indenture.

  
     

    
      
 

  

  
  

  TABLE OF CONTENTS

   

  Page 

   

  

  	ARTICLE 1           DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	5
	Section 1.03	Incorporation by Reference of Trust Indenture Act	5
	Section 1.04	Rules of Construction	6
	 	 
	ARTICLE 2           THE NOTES	6
	 	 	 
	Section 2.01	Issuable in Series	6
	Section 2.02	Establishment of Terms of Series of Notes	6
	Section 2.03	Execution and Authentication	8
	Section 2.04	Registrar and Paying Agent	9
	Section 2.05	Paying Agent to Hold Money in Trust	9
	Section 2.06	Holder Lists	9
	Section 2.07	Transfer and Exchange	10
	Section 2.08	Replacement Notes	10
	Section 2.09	Outstanding Notes	10
	Section 2.10	Treasury Notes	11
	Section 2.11	Temporary Notes	11
	Section 2.12	Cancellation	11
	Section 2.13	Defaulted Interest	11
	Section 2.14	Global Notes	11
	Section 2.15	CUSIP Number	13
	 	 	 
	ARTICLE 3           REDEMPTION AND PREPAYMENT	13
	 	 	 
	Section 3.01	Notice to Trustee	13
	Section 3.02	Selection of Notes to Be Redeemed	13
	Section 3.03	Notice of Redemption	14
	Section 3.04	Effect of Notice of Redemption	14
	Section 3.05	Deposit of Redemption Price	15
	Section 3.06	Notes Redeemed in Part	15
	 	 	 
	ARTICLE 4           COVENANTS	15
	 	 	 
	Section 4.01	Payment of Principal and Interest	15
	Section 4.02	Maintenance of Office or Agency	15
	Section 4.03	Reports	15
	Section 4.04	Compliance Certificate	16
	Section 4.05	Taxes	16
	Section 4.06	Stay, Extension and Usury Laws	16
	Section 4.07	Corporate Existence	16
	 	 	 
	ARTICLE 5           SUCCESSORS	17
	 	 	 
	Section 5.01	Merger, Consolidation, or Sale of Assets	17
	Section 5.02	Successor Corporation Substituted	17
	 	 	 
	ARTICLE 6           DEFAULTS AND REMEDIES	18
	 	 	 
	Section 6.01	Events of Default	18
	Section 6.02	Acceleration	18
	Section 6.03	Other Remedies	19
	Section 6.04	Waiver of Past Defaults	19


  
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  TABLE OF CONTENTS

  (Continued) 

   

  Page 

   

  	Section 6.05	Control by Majority	19
	Section 6.06	Limitation on Suits	20
	Section 6.07	Rights of Holders of Notes to Receive Payment	20
	Section 6.08	Collection Suit by Trustee	20
	Section 6.09	
          Trustee May File Proofs of Claim

        	20
	Section 6.10	Priorities	21
	Section 6.11	Undertaking for Costs	21
	Section 6.12	Restoration of Rights and Remedies	21
	Section 6.13	Waiver of Stay, Extension or Usury Laws	21
	 	 	 
	ARTICLE 7           TRUSTEE	22
	 	 	 
	Section 7.01	Duties of Trustee	22
	Section 7.02	Rights of Trustee	22
	Section 7.03	Individual Rights of Trustee	24
	Section 7.04	Trustee’s Disclaimer	24
	Section 7.05	Notice of Defaults	24
	Section 7.06	Reports by Trustee to Holders of the Notes	24
	Section 7.07	Compensation and Indemnity	25
	Section 7.08	Replacement of Trustee	25
	Section 7.09	Successor Trustee by Merger, etc.	26
	Section 7.10	Eligibility; Disqualification	26
	Section 7.11	Preferential Collection of Claims Against Company	26
	 	 	 
	ARTICLE 8           LEGAL DEFEASANCE AND COVENANT DEFEASANCE	27
	 	 	 
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	27
	Section 8.02	Legal Defeasance and Discharge	27
	Section 8.03	Covenant Defeasance	27
	Section 8.04	Conditions to Legal or Covenant Defeasance	28
	Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	29
	Section 8.06	Repayment to Company	29
	Section 8.07	Reinstatement	29
	 	 	 
	ARTICLE 9           AMENDMENT, SUPPLEMENT AND WAIVER	30
	 	 	 
	Section 9.01	Without Consent of Holders of Notes	30
	Section 9.02	With Consent of Holders of Notes	30
	Section 9.03	Compliance with Trust Indenture Act	31
	Section 9.04	Revocation and Effect of Consents	31
	Section 9.05	Notation on or Exchange of Notes	32
	Section 9.06	Trustee to Sign Amendments, etc.	32
	 	 	 
	ARTICLE 10         SATISFACTION AND DISCHARGE	32
	 	 	 
	Section 10.01	Satisfaction and Discharge	32
	Section 10.02	Application of Trust Money	33
	 	 	 
	ARTICLE 11         MISCELLANEOUS	33
	 	 	 
	Section 11.01	Trust Indenture Act Controls	33
	Section 11.02	Notices	33
	Section 11.03	Communication by Holders of Notes with Other Holders of Notes	35
	Section 11.04	Certificate and Opinion as to Conditions Precedent	35


  
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  TABLE OF CONTENTS

  (Continued) 

   

  Page 

   

  	Section 11.05	Statements Required in Certificate or Opinion	35
	Section 11.06	Rules by Trustee and Agents	35
	Section 11.07	Calculation of Foreign Currency Amounts	35
	Section 11.08	No Personal Liability of Directors, Officers, Employees and Shareholders	36
	Section 11.09	Governing Law; Submission to Jurisdiction	36
	Section 11.10	No Adverse Interpretation of Other Agreements	36
	Section 11.11	Successors	36
	Section 11.12	Severability	36
	Section 11.13	Counterpart Originals	36
	Section 11.14	Table of Contents, Headings, etc.	37
	Section 11.15	Waiver of Jury Trial	37
	Section 11.16	Patriot Act Compliance	37


  
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  INDENTURE, dated as of June 9, 2022, by and between Great Elm Group, Inc., a Delaware corporation (the “Company”),

      and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as trustee (the “Trustee”).

   

  The Company and the Trustee agree as follows for the benefit of each other and for the equal
      and ratable benefit of the Holders of the Notes issued under this Indenture.

   

  ARTICLE 1

      DEFINITIONS AND INCORPORATION

      BY REFERENCE

   

  		Section 1.01	Definitions.


   

  “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 purposes of this definition, “control,” as used with respect to any Person, means 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, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under
        common control with” have correlative meanings.

   

  “Agent” means any Registrar, co-registrar, Custodian, Paying Agent or additional
      paying agent.

   

  “Applicable Procedures” means, with respect to any payment, tender, redemption,
      transfer, exchange, or conversion of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such payment, tender, redemption, transfer, exchange, or conversion.

      

    

   

  “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the
      relief of debtors.

   

  “Board of Directors” means:

   

  (1)              with respect to a corporation, the board of directors of the
      corporation or any committee thereof duly authorized to act on behalf of such board;

   

  (2)              with respect to a partnership, the Board of Directors of the
      general partner of the partnership;

   

  (3)              with respect to a limited liability company, the managing member
      or members or any controlling committee of managing members thereof; and

   

  (4)              with respect to any other Person, the board or committee of such
      Person serving a similar function.

   

  “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 Legal Holiday. If a payment date falls on a
      day that is not a Business Day, the related payment shall be made on the next succeeding Business Day as if made on the date the payment is due, and no interest shall accrue on such payment for the intervening period.

   

  “Capital Lease Obligation” means, at the time any determination is to be made, the
      amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP.

  
     

    
      
 

  

  
   

  “Capital Stock” means:

   

  (1)              in the case of a corporation, corporate stock;

   

  (2)              in the case of an association or business entity, any and all
      shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

   

  (3)              in the case of a partnership or limited liability company,
      partnership interests (whether general or limited) or membership interests; and

   

  (4)              any other interest or participation that confers on a Person the
      right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

   

  “Company” means Great Elm Group, Inc., and, subject to Article 5, any and all
      successors thereto.

   

  “Company Order” means a written order signed in the name of the Company by an Officer
      of the Company.

   

  “Corporate Trust Office of the Trustee” means the office of the Trustee at which at
      any particular time its corporate trust business in New York, New York shall be principally administered, which office as of the date of this instrument is located at 6201 15th


      Avenue, Brooklyn, New York 11219; Attention: Corporate Trust Department, or such other address as the Trustee may designate from time to time by notice to the Company.

   

  “Custodian” means the Trustee, as custodian for the Depositary with respect to any
      Global Notes, or any successor entity thereto.

   

  “Default” means any event that is, or with the passage of time or the giving of notice
      or both would be, an Event of Default.

   

  “Depositary” means, with respect to the Notes of any Series issuable or issued in
      whole or in part in the form of one or more Global Notes, 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 Notes of any Series shall mean the Depositary with respect to the Notes of such Series.

   

  “Discount Note” means any Note 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.

   

  “Exchange Act” means the Securities Exchange Act of 1934, as amended.

   

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

   

  “GAAP” means generally accepted accounting principles set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been
      approved by a significant segment of the accounting profession, which are in effect as of the date of this Indenture.

   

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

  
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  “Government Securities” means direct obligations of, or obligations guaranteed by, The
      United States of America, and the payment for which the United States pledges its full faith and credit.

   

  “Guarantee” means a guarantee other than by endorsement of negotiable instruments for
      collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any
      Indebtedness.

   

  “Hedging Obligations” means, with respect to any specified Person, the obligations of
      such Person under:

   

  (1)              interest rate swap agreements (whether from fixed to floating or
      from floating to fixed), interest rate cap agreements and interest rate collar agreements;

   

  (2)              other agreements or arrangements designed to manage interest rates
      or interest rate risk; and

   

  (3)              other agreements or arrangements designed to protect such Person
      against fluctuations in currency exchange rates or commodity prices.

   

  “Holder” means a Person in whose name a Note is registered.

   

  “Indebtedness” means, with respect to any specified Person, any indebtedness of such
      Person, whether or not contingent:

   

  (1)              in respect of borrowed money;

   

  (2)              evidenced by bonds, notes, debentures or similar instruments;

   

  (3)              in respect of banker’s acceptances or other similar instruments or
      credit transactions (including reimbursement obligations with respect thereto), other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) – (2), (4) or (5) hereof) entered into in
      the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand
      for reimbursement following payment on the letter of credit;

   

  (4)              representing Capital Lease Obligations;

   

  (5)              representing the balance deferred and unpaid of the purchase price
      of any property, except any such balance that constitutes an accrued expense or trade payable; or

   

  (6)              representing any Hedging Obligations,

   

  if and to the extent any of the preceding items, other than letters of credit and Hedging Obligations, would
      appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person, whether or not such
      Indebtedness is assumed by the specified Person, and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person or any liability of any Person, whether or not contingent and whether or not it
      appears on the balance sheet of such Person. Notwithstanding anything to the contrary in the foregoing, the term “Indebtedness” excludes (x) any indebtedness of the Company or any Subsidiary of the Company to the Company or another Subsidiary of the
      Company and (y) any Guarantee by the Company or any Subsidiary of the Company of indebtedness of the Company or any Subsidiary of the Company.

  
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  The amount of any Indebtedness outstanding as of any date shall be:

   

  (1)              the accreted value of the Indebtedness, in the case of any
      Indebtedness that does not require the current payment of interest; and

   

  (2)              the principal amount of the Indebtedness, together with any
      interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

   

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

   

  “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in
      the City of New York or the city where the Corporate Trust Office of the Trustee is located at such time are required or authorized by law, regulation or executive order to close or be closed.

   

  “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
      interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option
      or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an
      operating lease be deemed to constitute a Lien.

   

  “Notes” means notes or other debt instruments of the Company of any Series issued
      under this Indenture.

   

  “Officer” means, with respect to any Person, the Chief Executive Officer, the
      President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, the Assistant Secretary or any Vice-President of such Person.

   

  “Officer’s Certificate” means a certificate signed by an Officer of the Company that
      meets the requirements of Section 11.05 hereof.

   

  “Opinion of Counsel” means a written opinion from external legal counsel to the
      Company, and who shall be reasonably acceptable to the Trustee, that meets the requirements of Section 11.05 hereof.

   

  “Person” means any individual, corporation, partnership, joint venture, association,
      joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

   

  “Responsible Officer,” when used with respect to the Trustee, means any officer
      assigned to Legal Department of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture, and for the purposes of Section 7.01(d)(2) and the second sentence of
      Section 7.05 shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

   

  “SEC” means the Securities and Exchange Commission.

   

  “Securities Act” means the Securities Act of 1933, as amended.

   

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

   

  “Stated Maturity” means, with respect to any installment Indebtedness, the date
      specified as the fixed date on which the final payment of principal was scheduled to be paid in the documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such principal prior to
      the date originally scheduled for the payment thereof.

  
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  “Subsidiary” means, with respect to any specified Person:

   

  (1)              any corporation, association or other business entity of which
      more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ agreement that effectively transfers voting power) to
      vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a
      combination thereof); and

   

  (2)              any partnership (a) the sole general partner or the managing
      general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

   

  “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

   

  “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 Notes of any Series shall mean the Trustee with respect to Notes of that Series.

   

  		Section 1.02	Other Definitions.


   

  	
          Term

        	
           

        	
          Defined

            in Section

        
	“Authentication Order” 	2.03
	“Covenant Defeasance” 	8.03
	“Event of Default” 	6.01
	“Legal Defeasance” 	8.02
	“Paying Agent” 	2.04
	“Registrar” 	2.04


   

  		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:

   

  “indenture securities” means the Notes;

   

  “indenture security Holder” means a Holder of a Note;

   

  “indenture to be qualified” means this Indenture;

   

  “indenture trustee” or “institutional trustee” means the Trustee; and

   

  “obligor” on the indenture securities means the Company, and any other obligor upon
      the Notes.

   

  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 have the meanings so assigned to them.

  
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  		Section 1.04	Rules of Construction.


   

  Unless the context otherwise requires:

   

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

   

  (2)              an accounting term not otherwise defined has the meaning assigned
      to it in accordance with GAAP;

   

  (3)              “or” is not exclusive;

   

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

   

  (5)              “will” shall be interpreted to express a command;

   

  (6)              provisions apply to successive events and transactions;

   

  (7)              any reference to an “Article,” a “Section” or an “Exhibit” refers
      to an Article, a Section or an Exhibit, as the case may be, of this Indenture;

   

  (8)              the words “herein”, “hereof” and “hereunder” and other words of
      similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

   

  (9)              words importing any gender include the other genders;

   

  (10)            references to “writing” include printing, typing, lithography and
      other means of reproducing words in a visible form;

   

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

   

  (12)            unless otherwise provided, references to agreements and other
      instruments shall be deemed to include all amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Indenture.

   

  ARTICLE 2

      THE NOTES

   

  		Section 2.01	Issuable in Series.


   

  The aggregate principal amount of Notes that may be authenticated and delivered under this
      Indenture is unlimited. The Notes may be issued in one or more Series. All Notes of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officer’s Certificate detailing the adoption of the terms
      thereof pursuant to the authority granted under a Board Resolution. In the case of Notes of a Series to be issued from time to time, the Board Resolution, Officer’s 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. Notes may differ between
      Series in respect of any matters, provided that all Series of Notes shall be equally and ratably entitled to the benefits of this Indenture.

   

  		Section 2.02	Establishment of Terms of Series of Notes.


   

  At or prior to the issuance of any Notes 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 Notes within the Series or as to the Series generally in the case of Subsections 2.02(b) through 2.02(r)) by or pursuant to a Board Resolution, and set forth or
      determined in the manner provided in a Board Resolution, supplemental indenture or an Officer’s Certificate pursuant to authority granted under a Board Resolution:

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

   

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

   

  (c)          any limit upon the aggregate principal amount of the Notes of the Series which
      may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.05);

   

  (d)          the date or dates on which the principal of the Notes 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 Notes 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, and the basis of computation of interest if other than
      on the basis of a 360-day year consisting of twelve 30-day months;

   

  (f)           the place or places where the principal of, premium and interest, if any, on
      the Notes of the Series shall be payable, where the Notes 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 Notes 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 Notes 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 Notes 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 Notes 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 Notes 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)           the denominations in which the Notes of the Series shall be issuable, if other
      than minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof;

   

  (k)          the forms of the Notes of the Series in fully registered form (and whether the
      Notes will be issuable as Global Notes);

   

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

   

  (m)         the designation of the currency, currencies or currency units in which payment of
      the principal of, premium and interest, if any, on the Notes of the Series will be made if other than U.S. dollars;

   

  (n)          whether the Notes of any Series may be exchangeable for and/or convertible into
      common shares of the Company or any other security;

  
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  (o)          the provisions, if any, relating to any security provided for the Notes of the
      Series, and any subordination in right of payment, if any, of the Notes of the Series;

   

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

   

  (q)          any addition to or change in the covenants set forth in Articles 4 or 5 that
      applies to Notes of the Series;

   

  (r)           any other terms of the Notes of the Series (which may modify or delete any
      provision of this Indenture insofar as it applies to such Series); and

   

  (s)          any depositaries, interest rate calculation agents, exchange rate calculation
      agents or other agents with respect to Notes of such Series if other than those appointed herein.

   

  All Notes 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 Officer’s Certificate referred to above, and, unless otherwise provided, a Series may be reopened, without
      the consent of the Holders, for issuances of additional Notes of such Series; provided, however, that if such additional Notes are not fungible with the Notes of such Series for U.S. federal income tax purposes, the additional Notes
      will have a separate CUSIP number. No Board Resolution or Officer’s Certificate may affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise with respect to any series of Notes except as it may agree in writing.

   

  		Section 2.03	Execution and Authentication.


   

  One Officer of the Company shall sign the Notes for the Company by manual or facsimile
      signature. If an Officer of the Company whose signature is on a Note no longer holds that office at the time such Note is authenticated, such Note shall nevertheless be valid.

   

  A Note shall not be valid until authenticated by the manual signature of the Trustee. The
      signature shall be conclusive evidence that the Note, as applicable, has been authenticated under this Indenture.

   

  The Trustee shall, upon a written order of the Company signed by one Officer of the Company
      (an “Authentication Order”), authenticate Notes for original issue in accordance with this Indenture. The Notes shall be dated their date of authentication.

   

  The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
      Notes. An authenticating agent may authenticate Notes 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 Holders or an Affiliate of the Company.

   

  At any time and from time to time after the execution and delivery of this Indenture, the
      Company may deliver Notes of any Series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order will authenticate
      and deliver such Notes. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 7.01) will be fully protected in relying upon, an
      Opinion of Counsel stating:

   

  (a)          that such form has been established in conformity with the provisions of this
      Indenture;

   

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

  
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  (c)          that this Indenture and such Notes, when authenticated and delivered by the
      Trustee and, with respect to the Notes, when issued by the Company, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their
      terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity.

   

  		Section 2.04	Registrar and Paying Agent.


   

  The Company shall maintain an office or agency where Notes may be presented for registration
      of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register with respect to each Series of the Notes and of their transfer and
      exchange. The Company may appoint one or more co-registrars (provided that there shall be only one register) and one or more additional paying agents or change the office of such Registrar or Paying Agent. The term “Registrar” includes any
      co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder; however, the Company shall maintain a Paying Agent in each place of payment for the
      Notes of each Series. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act
      as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

   

  The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to
      act as Custodian with respect to the Global Notes. The Company shall be responsible for making calculations called for under the Notes and this Indenture, including, but not limited to, determination of interest, additional amounts, redemption price,
      premium, if any, and any other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its
      calculations to the Trustee when requested by the Trustee in writing, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee shall forward the Company’s
      calculations to any Holder of the Notes upon the written request of such Holder.

   

  		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 Notes, or the Trustee, all money held by the Paying Agent for the payment of principal or interest on the Series of Notes, and shall notify the Trustee 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. Subject to applicable abandoned property laws, all payments to a Paying Agent on any Notes which remain unclaimed for a period of two years after such payment was due shall be repaid to the Company. Thereafter, the Holder may look only to
      the Company for repayment. Upon payment over to the Trustee, or to the Company, as the case may be, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as
      Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of Notes all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall
      serve as Paying Agent for the Notes.

   

  		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 Notes 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 seven Business 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 Notes and the Company
      shall otherwise comply with TIA Section 312(a).

  
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  		Section 2.07	Transfer and Exchange.


   

  Notes may be transferred or exchanged at the office of the Registrar or co-registrar
      designated by the Company. Where Notes 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 Notes 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 Trustee shall authenticate Notes at the Registrar’s request. 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 transfer tax or similar governmental charge payable in connection therewith (other than any such transfer
      tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.05).

   

  Neither the Company nor the Registrar shall be required (a) to issue, register the transfer
      of, or exchange Notes of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Notes 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 Notes of any Series selected, called or being called for redemption as a whole or a portion thereof, except the unredeemed portion of Notes being redeemed in part.

   

  Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or
      inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial
      owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine
      the same to determine substantial compliance as to form with the express requirements hereof.

   

  		Section 2.08	Replacement Notes.


   

  If any mutilated Note is surrendered to the Trustee, or if the Company and the Trustee
      receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order together with such indemnity bond sufficient in the judgment of the Trustee and the
      Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced, shall authenticate a replacement Note of the same Series if the Trustee’s requirements are met. The
      Company may charge for its expenses in replacing a Note.

   

  Every replacement Note of any Series is an additional obligation of the Company and shall be
      entitled to all of the benefits of this Indenture equally and proportionately with all other Notes of that Series duly issued hereunder.

   

  		Section 2.09	Outstanding Notes.


   

  The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
      those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set
      forth in Section 2.10 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

   

  If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the
      Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

   

  If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases
      to be outstanding and interest on it ceases to accrue.

  
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  If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof)
      holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

   

  		Section 2.10	Treasury Notes.


   

  In determining whether the Holders of the required principal amount of Notes of a Series have
      concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not
      outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes of a Series that a Responsible Officer of the Trustee actually knows are so owned shall be
      so disregarded.

   

  		Section 2.11	Temporary Notes.


   

  Until certificates representing Notes are ready for delivery, the Company may prepare and the
      Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as
      shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

   

  Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

   

  		Section 2.12	Cancellation.


   

  The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
      Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or
      cancellation. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation, except as otherwise provided for in this Indenture. Cancelled Notes (subject to the record retention
      requirements of the Exchange Act) shall be disposed of by the Trustee pursuant to its customary procedures and, upon request by the Company, the Trustee shall deliver a certificate or other evidence of such disposition.

   

  		Section 2.13	Defaulted Interest.


   

  If the Company defaults in a payment of interest on a Series of Notes, it shall pay the
      defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders of the Series on a subsequent special record date, in each case at the rate provided in the Notes and in
      Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date
      and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request
      of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed (or, in the case of the Depositary with respect to any Global Note, sent electronically) to Holders a notice that states the special record
      date, the related payment date and the amount of such interest to be paid.

   

  		Section 2.14	Global Notes.


   

  (a)          Terms of Notes. A Board Resolution, a supplemental indenture hereto, or
      an Officer’s Certificate shall establish whether the Notes of a Series shall be issued in whole or in part in the form of one or more Global Notes and shall name the Depositary for such Global Note or Notes. Except as provided herein, each Global
      Note shall be (i) registered in the name of the Depositary, (ii) deposited with the Depositary or its nominee, and (iii) bear the legend indicated in Section 2.14(c).

  
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  (b)          Transfer and Exchange. Notwithstanding any provisions to the contrary
      contained in Section 2.07 and in addition thereto, any Global Note shall be exchangeable pursuant to Section 2.07 for Notes registered in the names of Holders other than the Depositary for such Note or its nominee only if (i) such Depositary notifies
      the Company that it is unwilling or unable to continue as Depositary for such Global Note 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 Officer’s Certificate to the effect that such Global Note shall be so exchangeable or
      (iii) an Event of Default with respect to the Notes represented by such Global Note shall have occurred and be continuing. Any Global Note that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such
      names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Note with like tenor and terms.

   

  Except as provided in this Section 2.14(b), a Global Note may not be transferred except as a
      whole by the Depositary with respect to such Global Note 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.

   

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

   

  “This Note is a Global Note 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 Note is exchangeable for Notes 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.”

   

  (d)          Acts of Holders. The Depositary 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 this Indenture. The Company may establish a record date for purposes of
      determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture.

   

  (e)          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 Note shall be made to the Holder thereof. Prior to due presentment of a Note for registration of transfer, the Company, the Trustee,
      and any agent of the Company or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of and any premium and (subject to Section 2.13) any interest on such
      Note and for all other purposes whatsoever, and neither the Company, the Trustee nor any Agent or other agent of the Company or the Trustee will be affected by notice to the contrary.

   

  (f)           Consents, Declaration and Directions. Except as provided in Section
      2.14(e), the Company, the Trustee and any Agent shall treat a Person as the Holder of such principal amount of outstanding Notes of such Series represented by a Global Note as shall be specified in a written statement of the Depositary with respect
      to such Global Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

   

  (g)          Responsibility of Trustee or Agents. Neither the Trustee nor any Agent
      shall have any responsibility for any actions taken or not taken by the Depositary. The Company has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Agent is hereby
      authorized to act in accordance with such letter and the Applicable Procedures.

   

  Neither the Trustee nor any Agent shall have any responsibility or obligation to any
      beneficial owner in a Global Note, a Depositary participant or other Person with respect to (i) the accuracy of the records of the Depositary or its nominee or of any Depositary participant with respect to any ownership interest in the Notes, (ii)
      the delivery to any Depositary participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or (iii) the payment of any amount under or with respect to such Notes. All notices and
      communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the
      case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee and each Agent shall be entitled to rely and shall be fully protected in
      relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder
      of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or
      holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any
      acts or omissions of the Depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the
      Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global
      Note.

  
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  Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent
      the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall
      impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.

   

  		Section 2.15	CUSIP Numbers.


   

  The Company in issuing the Notes may use “CUSIP,” “ISIN” or other similar numbers (if then
      generally in use), and, if so, the Trustee shall use CUSIP, ISIN or other similar numbers in notices 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 Notes or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any such notice shall not be affected by any defect in or the omission of such numbers.
      The Company shall promptly notify the Trustee in writing of any change in the CUSIP, ISIN or other similar numbers.

   

  ARTICLE 3

      REDEMPTION AND PREPAYMENT

   

  		Section 3.01	Notice to Trustee.


   

  The Company may, with respect to any Series of Notes, reserve the right to redeem and pay the
      Series of Notes or may covenant to redeem and pay the Series of Notes or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Notes. If a Series of Notes is redeemable and the Company wants or
      is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Notes pursuant to the terms of such Notes, it shall notify the Trustee in writing of the redemption date and the principal amount of Series of Notes to be
      redeemed. The Company shall give the notice at least 15 days prior to the mailing or sending of notice of redemption to the Holders of the Notes to be redeemed (or such shorter notice as may be acceptable to the Trustee).

   

  		Section 3.02	Selection of Notes to Be Redeemed.


   

  If less than all of the Notes of a Series are to be redeemed or purchased in an offer to
      purchase at any time, the Trustee shall select the Notes of a Series to be redeemed or purchased among the Holders of the Notes (a) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are
      listed or (b) if the Notes are not so listed, on a pro rata basis to the extent practicable, by lot or in accordance with any other method the Trustee considers fair and appropriate.

  
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  The Trustee shall promptly notify the Company in writing of the Notes selected for redemption
      and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes of a Series and portions of them selected shall be in amounts of no less than $2,000 and whole multiples of $1,000 in excess thereof, or
      with respect to Notes of any Series issuable in other denominations pursuant to Section 2.02(j), the minimum principal denomination for each Series and integral multiples thereof. Except as provided in the preceding sentence, provisions of this
      Indenture that apply to Notes of a Series called for redemption or repurchase also apply to portions of Notes of a Series called for redemption or repurchase.

   

  		Section 3.03	Notice of Redemption.


   

  Unless otherwise indicated for a particular Series by Board Resolution, a supplemental
      indenture hereto or an Officer’s Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, or, in the case of the Depositary with respect to any Global Note,
      sent electronically, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

   

  The notice shall identify the Notes of the Series to be redeemed and shall state:

   

  (1)              the redemption date;

   

  (2)              the redemption price (or manner of calculation if not then known);

   

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

   

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

   

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

   

  (6)              the CUSIP number, if any, provided that no representation is made
      as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes;

   

  (7)              the conditions precedent, if any, to the redemption; and

   

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

   

  At the Company’s request, and upon receipt of an Officer’s Certificate complying with Section
      11.04 hereof at least 15 days prior to the date notice is to be given (unless a shorter period shall be satisfactory to the Trustee), together with the notice to be given setting forth the information to be stated therein as provided in the preceding
      paragraph, the Trustee shall give the notice of redemption in the Company’s name and at its expense.

   

  		Section 3.04	Effect of Notice of Redemption.


   

  Once notice of redemption is sent in accordance with Section 3.03 hereof, Notes called for
      redemption become irrevocably due and payable on the redemption date at the redemption price. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, a notice of redemption
      may not be conditional.

  
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  		Section 3.05	Deposit of Redemption Price.


   

  At least one Business Day prior to the redemption date, the Company shall deposit with the
      Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee
      or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

   

  If the Company complies with the provisions of the preceding paragraph, on and after the
      redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the
      preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and
      in Section 4.01 hereof.

   

  		Section 3.06	Notes Redeemed in Part.


   

  Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the
      Company’s written request, the Trustee shall authenticate for the Holder, or transfer by book-entry at the expense of the Company, a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

   

  No Notes of $2,000 or less can be redeemed in part (or with respect to Notes of any Series
      issuable in other denominations pursuant to Section 2.02(j), the minimum denomination for each Series and integral multiples thereof).

   

  ARTICLE 4

      COVENANTS

   

  		Section 4.01	Payment of Principal and Interest.


   

  The Company covenants and agrees for the benefit of the Holders of each Series of Notes that
      it will pay or cause to be paid the principal of, premium, if any, and interest on such Series of Notes on the dates and in the manner provided in such Notes. Principal, premium, if any, and interest on any Series of Notes will be considered paid on
      the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all
      principal, premium, if any, and interest then due.

   

  		Section 4.02	Maintenance of Office or Agency.


   

  The Company covenants and agrees for the benefit of the Holders of each Series of Notes that
      it will maintain an office or agency (which may be an office of the Trustee for such Notes or an affiliate of the Trustee, Registrar for such Notes or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where
      notices and demands to or upon the Company in respect of such Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee for such Notes of the location, and any change in the location, of such office or agency.
      If at any time the Company fails to maintain any such required office or agency or fails 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.

   

  With respect to each Series of Notes, the Company hereby designates the Corporate Trust
      Office of the Trustee as one such office or agency of the Company in accordance with Section 2.04.

   

  		Section 4.03	Reports.


   

  The Company will at all times comply with TIA § 314(a). Delivery of such reports, information
      and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge 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 Officer’s Certificates).

  
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  		Section 4.04	Compliance Certificate.


   

  The Company and each guarantor of any Series of Notes (to the extent that such guarantor is
      so required under the TIA) shall deliver to the Trustee with respect to such Series, within 120 days after the end of each fiscal year, an Officer’s Certificate signed by the principal executive officer, the principal financial officer or the
      principal accounting officer, stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer of the Company with a view to determining whether
      the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to the Officer of the Company signing such certificate, that to the best of his or her knowledge the Company has kept, observed,
      performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have
      occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and
      remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with
      respect thereto.

   

  		Section 4.05	Taxes.


   

  The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency,
      all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP or where the failure to effect such
      payment is not adverse in any material respect to the Holders of the Notes.

   

  		Section 4.06	Stay, Extension and Usury Laws.


   

  The Company covenants (to the extent that it may lawfully do so) that it will not, and each
      guarantor of such Notes 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, that may affect the
      covenants or the performance of this Indenture; and the Company and each of such guarantors (to the extent that it may lawfully do so), as applicable, 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 for such Notes, but will suffer and permit the execution of every such power as though no such law has been enacted.

   

  		Section 4.07	Corporate Existence.


   

  Subject to Articles 5 hereof, the Company shall do or cause to be done all things necessary
      to preserve and keep in full force and effect:

   

  (a)          its corporate existence, and the corporate, partnership or other existence of
      each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and

   

  (b)          the rights (charter and statutory), licenses and franchises of the Company and
      its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if an Officer of the Company
      shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

  
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  ARTICLE 5

      SUCCESSORS

   

  		Section 5.01	Merger, Consolidation, or Sale of Assets.


   

  The Company shall not, directly or indirectly:

   

  (a)          merge or consolidate with or into another Person or Persons; or

   

  (b)          sell, convey, transfer, lease or otherwise dispose of all or substantially all
      of the properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless:

   

  (1)           either:

   

  (A)                the transaction is a merger or consolidation and the Company is
      the surviving Person; or

   

  (B)                the Person formed by or surviving any such consolidation or merger
      (if other than the Company) or to which such sale, conveyance, transfer, lease or other disposition has been made is a corporation, limited liability company, partnership, trust or other entity organized and existing under the laws of the United
      States, any state of the United States or the District of Columbia and expressly assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee;

   

  (2)           immediately after giving effect to such transaction and treating the
      Company’s obligations in connection with or as a result of such transaction as having been incurred as of the time of such transaction, no Default or Event of Default shall have occurred and be continuing; and

   

  (3)           the Company or the surviving entity shall have delivered to the
      Trustee (a) an Officer’s Certificate stating that the conditions in (1) and (2) above have been complied with and any other conditions precedent in this Indenture relating to such transaction have been complied with and (b) an Opinion of Counsel
      stating that the conditions in (1) above have been complied with and any other conditions precedent in this Indenture relating to such transaction have been complied with.

   

  		Section 5.02	Successor Corporation Substituted.


   

  Upon any merger or consolidation, or any sale, conveyance, transfer, lease or other
      disposition of all or substantially all of the properties or assets of the Company and its Subsidiaries, taken as a whole, in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person into
      which the Company is merged or formed by such consolidation or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such merger, consolidation, sale,
      conveyance, transfer, lease or other disposition, the provisions of this Indenture referring to the “Company” shall be deemed to refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company
      under this Indenture with the same effect as if such successor Person had been named as the Company herein, and (except in the case of a lease) when the successor Person expressly assumes all the obligations of the Company under this Indenture and
      the Notes pursuant to and in accordance with Section 5.01(b)(1)(B) hereof, the predecessor Company shall be relieved from all such obligations.

  
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  ARTICLE 6

      DEFAULTS AND REMEDIES

   

  		Section 6.01	Events of Default.


   

  “Event of Default,” wherever used herein with respect to Notes of any Series, means any one
      of the following events, unless in the establishing Board Resolution, supplemental indenture or Officer’s 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 Note of that Series when it
      becomes due and payable, and continuance of such default for a period of 30 days; or

   

  (b)          default in payment when due of the principal of, or premium, if any, on any Note
      of that Series; or

   

  (c)          default in the performance or breach of any covenant or warranty of the Company
      in this Indenture or in any Board Resolution, supplemental indenture or Officer’s Certificate with respect to such Series (other than a covenant or warranty that has been included in this Indenture or a Board Resolution, supplemental indenture or
      Officer’s Certificate solely for the benefit of Series of Notes other than that Series), which default continues uncured for a period of 90 days after (i) the Company receives written notice from the Trustee for such Notes or (ii) the Company and the
      Trustee receive written notice from Holders of not less than 25% in aggregate principal amount of Notes of that Series outstanding; or

   

  (d)          the Company:

   

  (1)              commences a voluntary case under applicable bankruptcy, insolvency
      or other similar law,

   

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

   

  (3)              applies for or consents to the appointment of any custodian,
      receiver, trustee, sequestrator, conservator, liquidator, rehabilitator or similar officer of it or for all or substantially all of its property and assets,

   

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

   

  (5)              generally is unable to pay its debts as they become due;

   

  (e)          an involuntary case or other proceeding is commenced against the Company with
      respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property,
      and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days; or an order for relief is entered against the Company under the federal bankruptcy laws as now or hereafter in effect; or

   

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

   

  		Section 6.02	Acceleration.


   

  If an Event of Default with respect to Notes 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 25% in aggregate principal amount of the outstanding Notes of that Series may declare the
      principal amount of and accrued and unpaid interest, if any, on all of the Notes 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 Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

  
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  At any time after such a declaration of acceleration with respect to any Series has been
      made, the Holders of a majority in principal amount of the outstanding Notes of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (i) the rescission and annulment would not
      conflict with any judgment or decree already rendered, (ii) if all existing Events of Default with respect to that Series (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or
      waived and all sums paid or advanced by the Trustee hereunder and the reasonable compensation expenses and disbursements of the Trustee and its agents and counsel have been paid and (iii) if the Company has paid or deposited with the Trustee a sum
      sufficient to pay (a) any overdue interest on the Notes of such Series, (b) the principal amount of such Series of Notes (except the principal, interest or premium that has become due solely because of the acceleration) and (c) to the extent lawful
      and applicable, interest on overdue installments of interest at the rate specified in the Notes of such Series.

   

  No such rescission shall affect any subsequent Event of Default or impair any right
      consequent thereon.

   

  		Section 6.03	Other Remedies.


   

  If an Event of Default with respect to Notes of any Series at the time outstanding occurs and
      is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on such Notes or to enforce the performance of any provision of such Notes or this Indenture.

   

  The Trustee may maintain a proceeding even if it does not possess any of the Notes or does
      not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence
      in the Event of Default. All remedies are cumulative to the extent permitted by law.

   

  		Section 6.04	Waiver of Past Defaults.


   

  Prior to the acceleration of the maturity of the Notes of any Series as provided in Section
      6.02, the Holders of a majority in aggregate principal amount of the Notes of any Series then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes of such Series waive any existing Default or Event of Default with
      respect to such Series and its consequences under this Indenture except (i) a continuing Default or Event of Default in the payment of premium or interest on, or the principal of, the Notes of such Series (including in connection with an offer to
      purchase) or (ii) a Default or Event of Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected thereby. Upon any such waiver, such Default or Event of 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 Event of Default or impair any right consequent thereon.

   

  		Section 6.05	Control by Majority.


   

  Holders of a majority in aggregate principal amount of the then outstanding Notes of any
      Series may in writing direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it, subject to Section 7.02(e). However, the Trustee may refuse to
      follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes of such Series (it being understood that the Trustee does not have an affirmative duty to
      ascertain whether any such directions are unduly prejudicial to such Holders) or that may involve the Trustee in personal liability. The Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

  
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  		Section 6.06	Limitation on Suits.


   

  A Holder of any Series of Notes may pursue a remedy with respect to this Indenture or the
      Notes only if:

   

  (a)          the Holder of a Note gives to the Trustee written notice of a continuing Event
      of Default;

   

  (b)          the Holders of at least 25% in aggregate principal amount of the then
      outstanding Notes of such Series make a written request to the Trustee to pursue the remedy;

   

  (c)          such Holder of a Note or Holders of Notes offer and, if requested, provide to
      the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;

   

  (d)          the Trustee does not comply with the request within 60 days after receipt of the
      request and the offer and, if requested, the provision of security or indemnity; and

   

  (e)          during such 60-day period the Holders of a majority in aggregate principal
      amount of the then outstanding Notes of such Series do not give the Trustee a direction inconsistent with the request.

   

  A Holder of any Series of Notes may not use this Indenture to prejudice the rights of another
      Holder of Notes or to obtain a preference or priority over another Holder of Notes.

   

  		Section 6.07	Rights of Holders of Notes to Receive Payment.


   

  Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
      receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or
      after such respective dates, shall not be impaired or affected without the consent of such Holder.

   

  		Section 6.08	Collection Suit by Trustee.


   

  If an Event of Default specified in Section 6.01 (a) or (b) hereof occurs and is continuing,
      the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on, the Notes and interest on overdue principal
      and, to the extent lawful, interest and 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.

   

  		Section 6.09	Trustee May File Proofs of Claim.


   

  The Trustee for each Series of Notes is authorized to file such proofs of claim and other
      papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the
      Notes of such Series allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes of such Series), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or
      other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder of such Series to make such payments to the Trustee, and in the event that the Trustee shall consent to the
      making of such payments directly to the Holders of such Series, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
      Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate
      in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders of such Series may be
      entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 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 Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

  
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  		Section 6.10	Priorities.


   

  If the Trustee collects any money or other property with respect to a Series of Notes
      pursuant to this Article 6, it shall pay out the money or other property, or after an Event of Default, any money or other property is distributable in respect of the Company’s obligations under this Indenture, the money or property shall be paid, in
      either case, in the following order:

   

  First: to the Trustee (including any predecessor trustee), its agents and
      attorneys for amounts due under Section 7.07 hereof applicable to the Notes of such Series, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

   

  Second: to Holders of Notes of such Series for amounts due and unpaid on the
      Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

   

  Third: to the Company or to such party as a court of competent jurisdiction
      shall direct.

   

  The Trustee may fix a record date and payment date for any payment to Holders pursuant to
      this Section 6.10.

   

  		Section 6.11	Undertaking for Costs.


   

  In any suit for the enforcement of any right or remedy under this Indenture or in any suit
      against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess
      reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by
      the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders or group of Holders of more than 10% in principal amount of the then outstanding Notes of any Series.

   

  		Section 6.12	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 will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders will continue as though no such proceeding had been instituted.

   

  		Section 6.13	Waiver of Stay, Extension of Usury Laws.


   

  The Company covenants, to the extent that it may lawfully do so, that it shall 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 or any usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of,
      premium, if any, or interest (including additional interest, if any) on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture. The Company
      hereby expressly waives, to the extent that it may lawfully do so, all benefit or advantage of any such law and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit
      the execution of every such power as if no such law had been enacted.

  
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  ARTICLE 7

      TRUSTEE

   

  		Section 7.01	Duties of Trustee.


   

  (a)          If an Event of Default has occurred and is continuing, the Trustee will 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, the duties of the Trustee
      will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee.

   

  (c)          In the absence of bad faith on its part, the Trustee may conclusively rely, as
      to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and
      opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).

   

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

   

  (1)              this paragraph does not limit the effect of paragraphs (b) and (e)
      of this Section 7.01;

   

  (2)              the Trustee will 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; and

   

  (3)              the Trustee will not be liable with respect to any action it takes
      or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

   

  (e)                 No provision of this Indenture will require the Trustee to expend or risk
      its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity
      satisfactory to it against any loss, liability or expense.

   

  (f)           Whether or not therein expressly so provided, every provision of this Indenture
      that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01.

   

  (g)          The Trustee will not be liable for interest on, or required to invest, any money
      received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. The Trustee shall not be required to give any bond or surety
      in respect of the performance of its powers or duties hereunder.

   

  (h)          The permissive rights or powers of the Trustee to do things enumerated in this
      Indenture shall not be construed as a duty of the Trustee.

   

  		Section 7.02	Rights of Trustee.


   

  (a)          The Trustee may conclusively rely upon any document (whether in its original or
      facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

  
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  (b)          Before the Trustee acts or refrains from acting or as specifically called for in
      this Indenture, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The
      Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith
      and in reliance thereon.

   

  (c)          The Trustee may act through its attorneys and agents and will not be responsible
      for the misconduct or negligence of any attorney or agent appointed with due care.

   

  (d)          The Trustee will not be liable for any action it takes or omits to take in good
      faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

   

  (e)          Unless otherwise specifically provided in this Indenture, any demand, request,
      direction or notice from the Company will be sufficient if signed by an Officer of the Company. Any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.

   

  (f)           The Trustee will 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 unless such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the losses, liabilities and expenses that might be incurred by
      it in compliance with such request or direction.

   

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

   

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

   

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

   

  (j)           The Trustee shall not be deemed to have notice or be charged with knowledge of
      any Default or Event of Default unless written notice of such Default or Event of Default from the Company or by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes of such Series is received by a Responsible
      Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

   

  (k)          The Trustee may request that the Company deliver a certificate setting forth the
      names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

   

  (l)           The Trustee will 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, or inquire as to the performance by
      the Company or any guarantor of any of their covenants in this Indenture, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make
      such further inquiry or investigation, it will be entitled to examine the books, records, and premises of the Company or any such guarantor, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional
      liability of any kind by reason of such inquiry or investigation.

  
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  (m)         Notwithstanding any other provision of this Indenture, the Trustee shall be
      entitled to make a deduction or withholding from any payment which it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future
      regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant Holder failing to satisfy any certification or other requirements in respect of the
      Notes, in which event the Trustee shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment
      hereunder or pay any additional amount as a result of such withholding tax. To the extent such amounts are so deducted or withheld and paid to the relevant authority, such amounts shall be treated for all purposes under this Indenture as having been
      paid to the Person to whom such amounts would otherwise have been paid.

   

  		Section 7.03	Individual Rights of Trustee.


   

  The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
      and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest as defined in the TIA it must eliminate such
      conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and
      7.11 hereof.

   

  		Section 7.04	Trustee’s Disclaimer.


   

  The Trustee will not be responsible for and makes no representation as to the validity or
      adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be
      responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the
      sale of the Notes or pursuant to this Indenture other than its certificate of authentication. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by any Notes.

   

  		Section 7.05	Notice of Defaults.


   

  If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
      the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on, any Note, the
      Trustee may withhold the notice from Holders of the Notes if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

   

  		Section 7.06	Reports by Trustee to Holders of the Notes.


   

  (a)          Within 60 days after each June 15 beginning with the June 15 following the first
      issuance of Notes under this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA
      § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c).

   

  (b)          A copy of each report at the time of its mailing to the Holders of Notes will be
      mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the Notes are listed on any stock
      exchange or delisted therefrom.

  
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  		Section 7.07	Compensation and Indemnity.


   

  (a)          The Company will pay to the Trustee from time to time such compensation for its
      acceptance of this Indenture and services hereunder as the Trustee and the Company may agree from time to time in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will
      reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and
      expenses of the Trustee’s agents and counsel.

   

  (b)          The Company will indemnify the Trustee, its officers, directors, employees,
      representatives and agents from and against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of
      enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of
      its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure
      by the Trustee to so notify the Company will not relieve the Company of its obligations hereunder. The Company will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the
      reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent will not be unreasonably withheld.

   

  (c)          The obligations of the Company under this Section 7.07 will survive the
      resignation or removal of the Trustee and the satisfaction and discharge of this Indenture.

   

  (d)          To secure the Company’s payment obligations in this Section 7.07, the Trustee
      will have a Lien prior to the Notes on all money or other property held or collected by the Trustee. Such Lien will survive the resignation or removal of the Trustee, the termination for any reason of this Indenture and the satisfaction and discharge
      of this Indenture.

   

  (e)          When the Trustee incurs expenses or renders services after an Event of Default
      specified in Section 6.01(d) or (e) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

   

  (f)           The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent
      applicable.

   

  (g)          “Trustee” for the purposes of this Section 7.07 shall include any predecessor
      Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other Person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the
      rights of any other Trustee hereunder.

   

  		Section 7.08	Replacement of Trustee.


   

  (a)          A resignation or removal of the Trustee and appointment of a successor Trustee
      will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

   

  (b)          The Trustee may resign in writing at any time and be discharged from the trust
      hereby created with respect to one or more Series of Notes by so notifying the Company with 30 days prior notice.

   

  (c)          The Holders of a majority in aggregate principal amount of the then outstanding
      Notes of such Series may remove the Trustee by so notifying the Trustee and the Company with 30 days prior notice in writing.

   

  (d)          The Company may remove the Trustee with respect to one or more Series of Notes
      with 30 days prior written notice if:

  
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  (1)              the Trustee fails to comply with Section 7.10 hereof;

   

  (2)              the Trustee is adjudged a bankrupt or an insolvent or an order for
      relief is entered with respect to the Trustee under any Bankruptcy Law;

   

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

   

  (4)              the Trustee becomes incapable of acting.

   

  (e)          If the Trustee has been removed by the Holders, Holders of a majority in
      aggregate principal amount outstanding of such Series of Notes (voting as a single class) may appoint a successor Trustee with the consent of the Company. Otherwise, if the Trustee resigns or is removed or if a vacancy exists in the office of Trustee
      for any reason, the Company will promptly appoint a successor Trustee. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in
      aggregate principal amount of the then outstanding Notes of such Series may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Trustee.

   

  (f)           If the Trustee, after written request by any Holder who has been a Holder for
      at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

   

  (g)          A successor Trustee will deliver a written acceptance of its appointment to the
      retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee
      will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all properly held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien
      provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

   

  		Section 7.09	Successor Trustee by Merger, etc.


   

  If the Trustee consolidates, merges or converts into, or transfers all or substantially all
      of its corporate trust business to, another Person, the successor Person without any further act will be the successor Trustee.

   

  		Section 7.10	Eligibility; Disqualification.


   

  There will at all times be a Trustee hereunder that is a corporation organized and doing
      business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a
      combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

   

  This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(l),
      (2) and (5). The Trustee is subject to TIA § 310(b). There shall be excluded from the operation of TIA § 310(b)(1) any series of Notes under this Indenture if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

   

  		Section 7.11	Preferential Collection of Claims Against Company.


   

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

  
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  ARTICLE 8

      LEGAL DEFEASANCE AND COVENANT DEFEASANCE

   

  		Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance.


   

  The Company may at any time, at the option of its Board of Directors evidenced by a
      resolution set forth in an Officer’s Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

   

  		Section 8.02	Legal Defeasance and Discharge.


   

  Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this
      Section 8.02, the Company will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes of such Series on the date the conditions set
      forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes of such Series,
      which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes and
      this Indenture (and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged
      hereunder:

   

  (a)          the rights of Holders of outstanding Notes to receive payments in respect of the
      principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

   

  (b)          the Company’s obligations with respect to such Notes under Article 2 and Section
      4.02 hereof;

   

  (c)          the rights, powers, trusts, duties and immunities of the Trustee hereunder and
      the Company’s obligations in connection therewith; and

   

  (d)          this Article 8.

   

  Subject to compliance with this Article 8, the Company may exercise its option under this
      Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

   

  		Section 8.03	Covenant Defeasance.


   

  Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this
      Section 8.03, the Company and each of the guarantors, if any, will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Section 4.03 and any other
      covenants specified in the applicable Board Resolutions, supplemental indenture or Officer’s Certificate as being subject to covenant defeasance pursuant to this Section 8.03, each case, with respect to the outstanding Notes of the applicable Series
      on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or
      act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting
      purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes of such Series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
      covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not
      constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of
      the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, the failure to comply with any such covenant shall not constitute an Event of Default pursuant to Section 6.01(c).

  
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  		Section 8.04	Conditions to Legal or Covenant Defeasance.


   

  In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02
      or 8.03 hereof:

   

  (a)          the Company must irrevocably deposit with the Trustee, in trust, for the benefit
      of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the written opinion of a nationally recognized investment bank, appraisal firm, or firm of independent
      public accountants delivered to the Trustee, to pay the principal of, premium, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must
      specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

   

  (b)          in the case of an election under Section 8.02 hereof, the Company must deliver
      to the Trustee an Opinion of Counsel confirming that:

   

  (1)              the Company has received from, or there has been published by, the
      Internal Revenue Service a ruling; or

   

  (2)              since the date 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 beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes
      as a result of such Legal 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 Legal Defeasance had not occurred;

   

  (c)          in the case of an election under Section 8.03 hereof, the Company must deliver
      to the Trustee an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such 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 Covenant Defeasance had not occurred;

   

  (d)          no Default or Event of Default shall have occurred and be continuing on the date
      of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which
      the Company is a party or by which the Company is bound;

   

  (e)          such Legal Defeasance or Covenant Defeasance will not result in a breach or
      violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

   

  (f)           the Company must deliver to the Trustee an Officer’s Certificate stating that
      the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and

   

  (g)          the Company must deliver to the Trustee an Officer’s Certificate and an Opinion
      of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

  
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  		Section 8.05	Deposited Money and Government Securities to be Held in Trust;

                Other Miscellaneous Provisions.


   

  Subject to Section 8.06 hereof, all money and non-callable Government Securities (including
      the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes of any Series will be held in
      trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the
      Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

   

  The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed
      on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of
      the Holders of the outstanding Notes of the applicable Series.

   

  Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay
      to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants
      expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal
      Defeasance or Covenant Defeasance.

   

  		Section 8.06	Repayment to Company.


   

  Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
      trust for the payment of the principal of, premium, if any, or interest on, any Series of Notes and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall, subject to applicable abandoned
      property law, be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of
      the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any
      such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein,
      which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

   

  		Section 8.07	Reinstatement.


   

  If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government
      Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and any
      applicable guarantors’ obligations under this Indenture and the applicable Notes and the guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying
      Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on, any Note
      following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

  
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  ARTICLE 9

      AMENDMENT, SUPPLEMENT AND WAIVER

   

  		Section 9.01	Without Consent of Holders of Notes.


   

  Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or
      supplement this Indenture or the Notes of one or more Series without the consent of any Holder of a Note:

   

  (a)          to cure any ambiguity or to correct or supplement any provision contained herein
      or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to conform the provisions of this Indenture to the description of the Notes contained in the
      prospectus or other offering document pursuant to which the Notes of one or more Series were sold, as evidenced by an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision
      in the offering document;

   

  (b)          to provide for uncertificated Notes in addition to or in place of certificated
      Notes;

   

  (c)          to provide for the assumption of the Company’s obligations to the Holders of the
      Notes by a successor to the Company pursuant to Article 5 hereof;

   

  (d)          to make any change that would provide any additional rights or benefits to the
      Holders of all or any Series of Notes or that does not adversely affect the rights hereunder of any Holder in any material respect;

   

  (e)          to comply with requirements of the SEC in order to effect or maintain the
      qualification of this Indenture under the TIA;

   

  (f)           to provide for the issuance of and establish the form and terms and conditions
      of Notes of any Series as permitted by this Indenture;

   

  (g)          to add guarantees with respect to the Notes of any Series or to provide security
      for the Notes of any Series; or

   

  (h)          to evidence and provide for the acceptance of appointment hereunder by a
      successor Trustee with respect to the Notes 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.

   

  Upon the request of the Company accompanied by a Board Resolution authorizing the execution
      of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company in the execution of any amended or supplemental indenture authorized or permitted
      by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights,
      duties or immunities under this Indenture or otherwise.

   

  		Section 9.02	With Consent of Holders of Notes.


   

  The Company and the Trustee may enter into a supplemental indenture with the written consent
      of the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes 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 Notes of each such
      Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange
      offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series.

  
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  It shall not be necessary for the consent of the Holders of Notes 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. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing
      the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described
      in Section 7.02 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this
      Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

   

  After a supplemental indenture or waiver under this section becomes effective, the Company
      shall mail to the Holders of Notes affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity
      of any such supplemental indenture or waiver. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder:

   

  (a)          reduce the principal amount, any premium or change the Stated Maturity of any
      Note or alter or waive any of the provisions with respect to the redemption or repurchase of the Notes;

   

  (b)          reduce the rate (or alter the method of computation) of or extend the time for
      payment of interest, including defaulted interest, on any Note;

   

  (c)          waive a Default or Event of Default in the payment of principal of or premium,
      if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such Series with respect to a nonpayment default and a waiver of
      the payment default that resulted from such acceleration;

   

  (d)          make the principal of or premium, if any or interest on any Note payable in
      currency other than that stated in the Notes;

   

  (e)          change any place of payment where the Notes of any series or interest thereon is
      payable;

   

  (f)           make any change in the provisions of this Indenture relating to waivers of past
      Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Notes and to institute suit for the enforcement of any such payments;

   

  (g)          make any change in the foregoing amendment and waiver provisions; or

   

  (h)          reduce the percentage in principal amount of any Notes, the consent of the
      Holders of which is required for any of the foregoing modifications or otherwise necessary to modify or amend this Indenture or to waive any past Defaults.

   

  		Section 9.03	Compliance with Trust Indenture Act.


   

  Every amendment to this Indenture or the Notes of one or more Series will be set forth in a
      supplemental indenture hereto that complies with the TIA as then in effect.

   

  		Section 9.04	Revocation and Effect of Consents.


   

  Until an amendment or waiver becomes effective, a consent to it by a Holder of a Note is a
      continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a
      Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective in accordance with its
      terms and thereafter binds every Holder.

  
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  		Section 9.05	Notation on or Exchange of Notes.


   

  The Trustee may place an appropriate notation about an amendment or waiver on any Note of any
      Series thereafter authenticated. The Company in exchange for Notes of that Series may issue and the Trustee shall authenticate upon request new Notes of that Series that reflect the amendment or waiver.

   

  Failure to make the appropriate notation or issue a new Note will not affect the validity and
      effect of such amendment or waiver.

   

  		Section 9.06	Trustee to Sign Amendments, etc.


   

  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 be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion
      of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture, and an Opinion of Counsel stating that it will be the legal, valid and binding upon the Company and, in the case of any guarantor, such
      guarantor, in accordance with its terms, subject to customary exceptions. The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that affects its rights.

   

  ARTICLE 10

      SATISFACTION AND DISCHARGE

   

  		Section 10.01	Satisfaction and Discharge.


   

  This Indenture will be discharged and will cease to be of further effect as to a Series of
      Notes issued hereunder, when:

   

  (a)          either:

   

  (1)              all such Notes that have been authenticated, except lost, stolen
      or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

   

  (2)              all such Notes that have not been delivered to the Trustee for
      cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust
      funds in trust solely for the benefit of the Holders of such Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to
      pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

   

  (b)          no Default or Event of Default has occurred and is continuing on the date of
      such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to
      which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, is bound;

   

  (c)          the Company or any guarantor of such Notes has paid or caused to be paid all
      sums payable by it under this Indenture; and

   

  (d)          the Company has delivered irrevocable instructions to the Trustee under this
      Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

  
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  In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating
      that all conditions precedent to satisfaction and discharge have been satisfied.

   

  Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited
      with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07
      hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable
      hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge
      in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in
      connection therewith).

   

  		Section 10.02	Application of Trust Money.


   

  Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
      pursuant to Section 10.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes with respect to which such deposit was made and this Indenture, to the payment, either directly or through any Paying Agent
      (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money
      need not be segregated from other funds except to the extent required by law.

   

  If the Trustee or Paying Agent is unable to apply any money or Government Securities in
      accordance with Section 10.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any applicable
      guarantor’s obligations under this Indenture and the applicable Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.01 hereof; provided that if the Company has made any payment of principal of,
      premium, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee
      or Paying Agent.

   

  ARTICLE 11

      MISCELLANEOUS

   

  		Section 11.01	Trust Indenture Act Controls.


   

  If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
      TIA § 318(c), the imposed duties will control.

   

  		Section 11.02	Notices.


   

  Any notice or communication by the Company or the Trustee to the others is duly given if in
      writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

   

  	If to the Company:
	
          Great Elm Group, Inc.

            800 South Street, Suite 230

          Waltham, MA 02453

          Attention: General Counsel

          Telephone No.: (617) 375-3006

          
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	With a copy (which shall be deemed to be an accommodation and not a condition of effectiveness of
            any notice or communication given to the Company) to:
	
           

          Jones Day

            250 Vesey Street

          New York, NY 10281 

          Attention: Rory T. Hood 

          Telephone No.: (212) 326-3814

            

           

        
	If to the Trustee:
	
           

          American Stock Transfer & Trust Company, LLC

          48 Wall Street, 22nd
              Floor

          New York, NY 10005

          Attention: Legal Department 

          Telephone No.: (718) 921-8200

        


   

  The Company or the Trustee, by notice to the others, may designate additional or different
      addresses for subsequent notices or communications.

   

  All notices and communications (other than those sent to Holders) will be deemed to have been
      duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely
      delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

   

  Anything contained herein to the contrary notwithstanding, no notice or communication to the
      Trustee shall be effective unless actually received by the Trustee at its Corporate Trust Office by a Responsible Officer of the Trustee.

   

  Any notice or communication to a Holder will be mailed by first class mail, certified or
      registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar or, in the case of Global Notes, pursuant to the Applicable Procedures. Any notice or
      communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.
      Notwithstanding any other provision of this Indenture or any Global Note, where this Indenture or any Global Note provides for notice of any event (including any notice of redemption or repurchase) to a Holder of a Global Note (whether by mail or
      otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the Applicable Procedures, including by electronic mail in accordance with the standing instructions from the Depositary.

   

  If a notice or communication is mailed in the manner provided above within the time
      prescribed, it is duly given, whether or not the addressee receives it.

   

  If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee
      and each Agent at the same time.

   

  The Trustee agrees to accept and act upon instructions or directions pursuant to this
      Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall
      provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or
      directions. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such
      instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions
      conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee,
      including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

  
    34

    
      
 

  

   

  		Section 11.03	Communication by Holders of Notes with Other Holders of Notes.


   

  Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
      rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

   

  		Section 11.04	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:

   

  (1)              an Officer’s Certificate stating that, in the opinion of the
      signers (who may rely upon an Opinion of Counsel as to matters of law), all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

   

  (2)              an Opinion of Counsel stating that, in the opinion of such counsel
      (who may rely upon an Officer’s Certificate as to matters of fact), all such conditions precedent and covenants have been complied with.

   

  		Section 11.05	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 § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:

   

  (1)              a statement that the Person making such certificate or opinion has
      read such covenant or condition;

   

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

   

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

   

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

   

  		Section 11.06	Rules by Trustee and Agents.


   

  The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
      or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

   

  		Section 11.07	Calculation of Foreign Currency Amounts.


   

  The calculation of the U.S. dollar equivalent amount for any amount denominated in a foreign
      currency shall be the noon buying rate in the City of New York as certified by the Federal Reserve Bank of New York on the date on which such determination is required to be made or, if such day is not a day on which such rate is published, the rate
      most recently published prior to such day.

  
    35

    
      
 

  

   

  		Section 11.08	No Personal Liability of Directors, Officers, Employees and Shareholders.


   

  No past, present or future director, officer, employee, incorporator or shareholder of the
      Company, as such, will have any liability for any obligations of the Company under the Notes, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note
      waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

   

  		Section 11.09	Governing Law; Submission to Jurisdiction.


   

  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE,
      THE NOTES, AND THE GUARANTEES, IF ANY, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

   

  The Company agrees that any legal action or proceeding with respect to or arising out of this
      Indenture may be brought in or removed to the courts of the State of New York or of the United States of America, in each case located in the Borough of Manhattan, The City of New York. By execution and delivery of this Indenture, each of the Company
      and each guarantor, if any, accepts, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each of the Company and each guarantor, if any, irrevocably consents to the service
      of process out of any of the aforementioned courts in any manner permitted by law. Nothing herein shall affect the right of any party to bring legal action or proceedings in any other competent jurisdiction. The Company and each guarantor, if any,
      hereby waives any right to stay or dismiss any action or proceeding under or in connection with this indenture brought before the foregoing courts on the basis of forum non-conveniens.

   

  		Section 11.10	No Adverse Interpretation of Other Agreements.


   

  This Indenture may not be used to interpret any other indenture, loan or debt agreement of
      the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

   

  		Section 11.11	Successors.


   

  All agreements of the Company in this Indenture and the Notes will bind its successors. All
      agreements of the Trustee in this Indenture will bind its successors.

   

  		Section 11.12	Severability.


   

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

   

  		Section 11.13	Counterpart Originals.


   

  The parties may sign any number of copies of this Indenture. Each signed copy will be an
      original, but all of them together represent 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.

  
    36

    
      
 

  

   

  		Section 11.14	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 of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

   

  		Section 11.15	Waiver of Jury Trial


   

  EACH OF THE COMPANY, GUARANTOR, IF ANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS
      ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.

   

  		Section 11.16	Patriot Act Compliance


   

  The parties hereto acknowledge that in accordance with Section 326 of the USA 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, which information includes the name, address, tax identification number and formation documents and other information that will allow Trustee to identify the person or legal entity in accordance with the USA Patriot Act. The parties
      to this Agreement agree that they will provide the Trustee with such information in order for the Trustee to satisfy the requirements of the USA Patriot Act.

   

  [Signatures on following page]

  
    37

    
      
 

  

   

  SIGNATURES

   

  	Dated as of June 9, 2022

          	 
	 	
          GREAT ELM GROUP, INC. 

           

        
	 	By: 	
          /s/ Adam M. Kleinman

        
	 	       	
          Name: Adam M. Kleinman


        
	 	
           

        	
          Title:   President and Chief Operating Officer

           

        
	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee
	 	 
	 	By: 	
          /s/ Paul H. Kim

        
	 	       	
          Name: Paul H. Kim


        
	 	       	
          Title:   Assistant General Counsel