Exhibit
4.1


 


ICAP
VAULT 1, LLC,


 


as
Issuer,


 


VAULT
HOLDING 1, LLC,


 


as
Subsidiary Guarantor,


 


and


 


AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC


 


as
Trustee,


 


Indenture


 


Dated
as of ___________, 2020


 


Variable
Denomination Floating Rate


 


Demand
Notes


 




    	 



    	 



    

 


Reconciliation
and Tie between Trust Indenture Act of 1939 and Indenture


 


	Trust
    Indenture Act Section	 	Indenture
    Section	 	Trust
    Indenture Act Section	 	Indenture
    Section
	Section
310(a)(l)
	 	6.08	 	Section
    316(a)	 	1.01
	Section
    310(a)(2) 	 	6.08	 	Section
    316(a)(1)(A)	 	5.12
	Section
    310(a)(3)	 	Not
    Applicable	 	Section
    316(a)(1)(B)	 	5.13
	Section
    310(a)(4)	 	Not
    Applicable	 	Section
    316(a)(2)	 	Not
    Applicable
	Section
    310(a)(5)	 	6.08	 	Section
    316(b)	 	5.08
	Section
    310(b)	 	6.07
    and 6.09	 	Section
    316(c)	 	1.04(5)
	Section
    311(a)	 	6.12	 	Section
    317(a)(1)	 	5.03
	Section
    311(b)	 	6.12	 	Section
    317(a)(2)	 	5.04
	Section
    311(b)(2)	 	6.12,
    7.03(2)	 	Section
    317(b)	 	9.03
	Section
    312(a)	 	7.01,
    7.02(1)	 	Section
    318(a)	 	1.07
	Section
    312(b)	 	7.02(2)	 	 	 	 
	Section
    312(c)	 	7.02(2)(c)	 	 	 	 
	Section
    313(a)	 	7.03(1)	 	 	 	 
	Section
    313(b)	 	7.03(2)	 	 	 	 
	Section
    313(c)	 	7.03(1),
    7.03(2)	 	 	 	 
	Section
    313(d)	 	7.03(3)	 	 	 	 
	Section
    314(a)(1)	 	7.04	 	 	 	 
	Section
    314(a)(2)	 	7.04	 	 	 	 
	Section
    314(a)(3)	 	7.04	 	 	 	 
	Section
    314(a)(4)	 	9.04	 	 	 	 
	Section
    314(b)	 	Not
    Applicable	 	 	 	 
	Section
    314(c)(1)	 	1.02	 	 	 	 
	Section
    314(c)(2)	 	1.02	 	 	 	 
	Section
    314(c)(3)	 	Not
    Applicable	 	 	 	 
	Section
    314(d)	 	Not
    Applicable	 	 	 	 
	Section
    314(e)	 	1.02	 	 	 	 
	Section
    315(a)	 	6.01(1)	 	 	 	 
	Section
    315(b)	 	6.02,
    7.03(1)(g)	 	 	 	 
	Section
    315(c)	 	6.01(2)	 	 	 	 
	Section
    315(d)	 	6.01(3)	 	 	 	 
	Section
    315(d)(1)	 	6.01(1)(a)	 	 	 	 
	Section
    315(d)(2)	 	6.01(3)(a)	 	 	 	 
	Section
    315(d)(3)	 	6.01(3)(c)	 	 	 	 
	Section
    315(e)	 	5.14	 	 	 	 


 


Note:
This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.


 




    	i



    	 



    

 


TABLE
OF CONTENTS


 


	 	PAGE
	 	 
	ARTICLE
    ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 
	Section
    1.01 Definitions	1
	 	 
	Section
    1.02 Compliance Certificates and Opinions 	6
	 	 
	Section
    1.03 Form of Documents Delivered to Trustee	7
	 	 
	Section
    1.04 Acts of Holders 	7
	 	 
	Section
    1.05 Notices, Etc., to Trustee and Company 	8
	 	 
	Section
    1.06 Notice to Holders; Waiver	8
	 	 
	Section
    1.07 Conflict with Trust Indenture Act	9
	 	 
	Section
    1.08 Effect of Headings, Table of Contents, and Reconciliation and Tie	9
	 	 
	Section
    1.09 Successors and Assigns 	9
	 	 
	Section
    1.10 Separability Clause 	9
	 	 
	Section
    1.11 Benefits of Indenture 	9
	 	 
	Section
    1.12 Governing Law 	9
	 	 
	Section
    1.13 Legal Holidays 	9
	 	 
	Section
    1.14 Persons Deemed Owners 	9
	 	 
	Section
    1.15 Offset	10
	 	 
	ARTICLE
    TWO AMOUNT, PAYMENT AND RESTRICTION ON TRANSFER OF SECURITIES	10
	 	 
	Section
    2.01 Amount Unlimited	10
	 	 
	Section
    2.02 Series	10
	 	 
	Section
    2.03 Interest	10
	 	 
	Section
    2.04 Payment 	10
	 	 
	Section
    2.05 Restriction on Transfer of Securities	10
	 	 
	Section
    2.06 Rank	10
	 	 
	ARTICLE
    THREE REDEMPTION OF SECURITIES	11
	 	 
	Section
    3.01 Redemption at Option of the Company 	11
	 	 
	Section
    3.02 Notice of Redemption 	11
	 	 
	Section
    3.03 Payment of Redemption Price 	11
	 	 
	Section
    3.04 Redemption at Option of the Holder 	11


 




    	ii



    	 



    

 


	ARTICLE
    FOUR SATISFACTION AND DISCHARGE OF INDENTURE	11
	 	 
	Section
    4.01 Satisfaction and Discharge of Indenture 	11
	 	 
	Section
    4.02 Application of Trust Money 	12
	 	 
	Section
    4.03 Repayment by Paying Agents 	12
	 	 
	ARTICLE
    FIVE REMEDIES 	12
	 	 
	Section
    5.01 Events of Default 	12
	 	 
	Section
    5.02 Acceleration of Maturity; Rescission and Annulment	13
	 	 
	Section
    5.03 Collection of Indebtedness and Suits for Enforcement by Trustee	14
	 	 
	Section
    5.04 Trustee May File Proofs of Claim	14
	 	 
	Section
    5.05 Trustee May Enforce Claim Without Possession of Securities 	15
	 	 
	Section
    5.06 Application of Money Collected 	15
	 	 
	Section
    5.07 Limitation on Suits	15
	 	 
	Section
    5.08 Unconditional Right of Holders to Receive Principal and Interest 	16
	 	 
	Section
    5.09 Restoration of Rights and Remedies 	16
	 	 
	Section
    5.10 Rights and Remedies Cumulative 	16
	 	 
	Section
    5.11 Delay or Omission Not Waiver 	16
	 	 
	Section
    5.12 Control by Holders 	17
	 	 
	Section
    5.13 Waiver of Past Defaults 	17
	 	 
	Section
    5.14 Undertaking for Costs 	17
	 	 
	Section
    5.15 Waiver of Stay or Extension Laws	17
	 	 
	ARTICLE
    SIX THE TRUSTEE	18
	 	 
	Section
    6.01 Certain Duties and Responsibilities 	18
	 	 
	Section
    6.02 Notice of Defaults 	19
	 	 
	Section
    6.03 Certain Rights of Trustee 	19
	 	 
	Section
    6.04 Not Responsible for Recitals or Issuance of Securities	20
	 	 
	Section
    6.05 Money Held in Trust	21
	 	 
	Section
    6.06 Compensation and Reimbursement 	21
	 	 
	Section
    6.07 Disqualification; Conflicting Interests 	21
	 	 
	Section
    6.08 Corporate Trustee Required; Eligibility 	21


 




    	iii



    	 



    

 


	Section
    6.09 Resignation and Removal; Appointment of Successor 	22
	 	 
	Section
    6.10 Acceptance of Appointment by Successor 	23
	 	 
	Section
    6.11 Merger, Conversion, Consolidation or Succession to Business	23
	 	 
	Section
    6.12 Preferential Collection of Claims Against Company 	24
	 	 
	ARTICLE
    SEVENHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	24
	 	 
	Section
    7.01 Company to Furnish Trustee Names and Addresses of Holders	24
	 	 
	Section
    7.02 Preservation of Information; Communications to Holders	24
	 	 
	Section
    7.03 Reports by Trustee 	25
	 	 
	Section
    7.04 Reports by Company 	26
	 	 
	Section
    7.05 Certificates of Fair Value	27
	 	 
	ARTICLE
    EIGHTSUPPLEMENTAL INDENTURES	27
	 	 
	Section
    8.01 Supplemental Indentures Without Consent of Holders	27
	 	 
	Section
    8.02 Supplemental Indentures with Consent of Holders 	28
	 	 
	Section
    8.03 Execution of Supplemental Indentures 	28
	 	 
	Section
    8.04 Effect of Supplemental Indentures 	29
	 	 
	Section
    8.05 Conformity with Trust Indenture Act 	29
	 	 
	ARTICLE
    NINE COVENANTS 	29
	 	 
	Section
    9.01 Administration of Program; Payment of Principal and Interest	29
	 	 
	Section
    9.02 Maintenance of Security Register, Maintenance of Office or Agency	29
	 	 
	Section
    9.03 Money for Securities Payments to Be Held in Trust 	30
	 	 
	Section
    9.04 Certificate of Officers of the Company 	30
	 	 
	Section
    9.05 Waiver of Certain Covenants 	31
	 	 
	ARTICLE
    TEN CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	31
	 	 
	Section
    10.01Company May Consolidate, etc., Only on Certain Terms 	31
	 	 
	Section
    10.02Successor Corporation Substituted 	31
	 	 
	ARTICLE
    ELEVEN COLLATERAL	32
	 	 
	Section
    11.01 Security Documents	32
	 	 
	Section
    11.02 Collateral Agent	32
	 	 
	Section
    11.03 Authorization of Actions to Be Taken	33


 




    	iv



    	 



    

 


	Section
    11.04 Release of Collateral	34
	 	 
	Section
    11.05 Filing, Recording and Opinions	35
	 	 
	Section
    11.06 Powers Exercisable by Receiver or Trustee	36
	 	 
	Section
    11.07 Release Upon Termination of the Issuer’s Obligations	36
	 	 
	Section
    11.08 Designations	36
	 	 
	ARTICLE
    TWELVE GUARANTEE	36
	 	 
	Section
    12.01 Guarantee	36
	 	 
	Section
    12.02 Limitation on Liability	37
	 	 
	Section
    12.03 Successors and Assigns	38
	 	 
	Section
    12.04 No Waiver	38
	 	 
	Section
    12.05 Modification	38
	 	 
	Section
    12.06 Non-Impairment   	38


 




    	v



    	 



    

 


INDENTURE,
dated as of ______________, 2020, between iCap Vault 1, LLC, a limited liability company duly organized and existing under the
laws of Delaware (herein called the “Issuer” or the “Company”), having its principal office at 3535 Factoria
Blvd. SE, Suite 500, Bellevue, Washington 98006, Vault Holding 1, LLC, a limited liability company duly organized and existing
under the laws of Delaware (herein called the “Subsidiary Guarantor”), having its principal office at 3535 Factoria
Blvd. SE, Suite 500, Bellevue, Washington 98006 and American Stock Transfer & Trust Company, LLC, a New York limited liability
company, having its Corporate Trust Office at 6201 15th Avenue, Brooklyn, NY 11219 (referred to herein as the “Trustee”).


 


RECITALS
OF THE COMPANY


 


The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its
Variable Denomination Floating Rate Demand Notes (herein called the “Securities”) pursuant to the Program (as defined
below), with the guarantee of the Subsidiary Guarantor endorsed thereon; and all acts necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been performed and all acts necessary to make this Indenture a valid
agreement of the Company have been performed.


 


RECITALS
OF THE GUARANTOR


 


The
Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for the guarantee of the Securities
provided for herein; and all acts necessary to make this Indenture a valid agreement of the Guarantor, in accordance with its
terms, have been performed.


 


For
all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, capitalized terms
used herein shall have the meanings assigned to them in Article One of this Indenture.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
ONE


 


DEFINITIONS
AND OTHER PROVISIONS


 


OF
GENERAL APPLICATION


 


Section
1.01 Definitions.


 


For
all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


	 	(1)	the
    terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
	 	 	 
	 	(2)	all
    other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act,
    either directly or by reference therein, have the meanings assigned to them therein;


 




    	1



    	 



    

 


	 	(3)	all
    accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
    principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
    with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted
    in the United States of America at the date of such computation; and
	 	 	 
	 	(4)	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.


 


Certain
terms, used principally in Article Six, are defined in that Article.


 


“Act”,
when used with respect to any Holder, has the meaning specified in Section 1.04.


 


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


 


“Board
of Managers” means the board of managers of the Manager of the Company or any duly authorized committee of that board.


 


“Board
Resolution” means a copy of a resolution certified by the Chief Executive Officer, Chief Financial Officer or Chief Financial
Officer of the Company to have been duly adopted by the Board of Managers of the Manager and to be in full force and effect on
the date of such certification, and delivered to the Trustee.


 


“Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banks in the State of Washington
are authorized or obligated by law to close.


 


“Collateral”
means the membership interests in the Subsidiary Guarantor held by the Company subject to a Lien under the Security Documents.


 


“Collateral
Agent” means the First Lien Collateral Agent and any successor thereto in such capacity.


 


“Collateral
Agent Agreement” means the Collateral Agent Agreement among the Issuer and Marketplace Realty Advisors, LLC, as Collateral
Agent, dated as of _______________, 2020, as it may be amended, restated, supplemented or otherwise modified from time to time
in accordance with its terms and this Indenture.


 


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


 


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


 




    	2



    	 



    

 


“Company
Request” or “Company Order” means a written request or order signed in the name of the Company by the Chief
Executive Officer, Chief Financial Officer or Chief Operating Officer of the Company and delivered to the Trustee.


 


“Corporate
Trust Office” means an office of the Trustee at which at any particular time its corporate trust business shall be administered.


 


“Corporation”
or “corporation” includes corporations, associations, companies, limited liability companies and business trusts.


 


“Credit
Facility Indebtedness” means any and all amounts payable in respect to indebtedness incurred under credit facilities or
bank loans of the Issuer and the Subsidiary Guarantor or their Affiliates, including principal, premium (if any), interest, fees,
charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof.


 


“Event
of Default” has the meaning specified in Section 5.01.


 


“First
Lien Collateral Agent” shall mean Marketplace Realty Advisors, LLC, in its capacity as collateral agent for the First Lien
Secured Parties, together with its successors and permitted assigns under the Indenture and the First Lien Documents exercising
substantially the same rights and powers; and in each case provided that if such First Lien Collateral Agent is not Marketplace
Realty Advisors, LLC, such First Lien Collateral Agent shall have become a party to applicable First Lien Security Documents.


 


“First
Lien Documents” means the guarantee and security documents governing the First Priority Lien Obligations, including, without
limitation, the Indenture and the First Lien Security Documents.


 


“First
Lien Secured Parties” means, at any relevant time, the holders of First Priority Lien Obligations at such time, including
without limitation the First Lien Collateral Agent for the benefit of the holders of the Securities.


 


“First
Lien Security Documents” means the Security Documents and any other agreement, document or instrument pursuant to which
a Lien is granted or purported to be granted securing First Priority Lien Obligations or under which rights or remedies with respect
to such Liens are governed, in each case to the extent relating to the Collateral securing the First Priority Lien Obligations.


 


“First
Priority Lien Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Issuer
or the Subsidiary Guarantor arising under this Indenture and any other First Lien Documents, whether or not direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against the Issuer, the Subsidiary Guarantor or any Affiliate
thereof of any proceeding in bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding.


 


“First
Priority Liens” means the Liens securing the Obligations of the Issuer in respect of the Securities and this Indenture.


 


“Guarantee”
means any guarantee of the obligations of the Issuer under this Indenture and the Securities by the Subsidiary Guarantor in accordance
with the provisions of this Indenture.


 


“Holder”
means, with respect to a Security, a Person in whose name at the time a particular beneficial ownership interest in a Security
is registered in the Security Register.


 




    	3



    	 



    

 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar 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.


 


“Manager”
means iCap Vault Management, LLC, a Delaware limited liability company and the sole manager of the Company.


 


“Note
Obligations” means Obligations in respect of the Securities, this Indenture and the Security Documents. The Obligations
with respect to the Securities ranks equal in right of payment to all existing and future Pari Passu Indebtedness, senior in right
of payment to all existing and future Subordinated Indebtedness of the Issuer and subordinated and subject in right of payment
to the payment in full of the principal of and interest on all Secured Credit Facilities Indebtedness.


 


“Obligations”
means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any indebtedness of the Issuer; provided that Obligations with respect to the Securities shall
not include fees or indemnifications in favor of the Trustee and other third parties other than the holders of the Securities.


 


“Officers’
Certificate” means a certificate signed by the Chief Executive Officer, Chief Financial Officer or Chief Operating Officer
of the Company and delivered to the Trustee.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be counsel for or an employee of the Company or other counsel satisfactory
to the Trustee, which is delivered to the Trustee.


 


“Outstanding”,
when used with respect to Securities, means, as of the date of determination, all Securities in which Holders have made investments
as shown on the Securities Register, except:


 


	 	(1)	Securities
    or portions thereof theretofore redeemed by then Holders pursuant to the provisions of the Program and this Indenture;
	 	 	 
	 	(2)	Securities
    or portions thereof theretofore redeemed by the Company pursuant to the provisions of this Indenture;
	 	 	 
	 	(3)	Securities
    or portions thereof for whose payment or redemption money in the necessary amount has been theretofore deposited with the
    Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the
    Company shall act as its own Paying Agent), for the Holders of such Securities; provided that, if such Securities are to be
    redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the
    Trustee has been made;


 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded.


 




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“Pari
Passu Indebtedness” means:


 


	 	(1)	with
    respect to the Issuer, the Securities and any indebtedness which ranks pari passu in right of payment to the Securities; and
	 	 	 
	 	(2)	with
    respect to any Subsidiary Guarantor, its obligations in respect of the Securities and any indebtedness which ranks pari passu
    in right of payment to such Subsidiary Guarantor’s obligations in respect of the Securities.


 


“Paying
Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities
on behalf of the Company.


 


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


 


“Principal
Amount”, when used with reference to a Security, means, as of a particular time, the sum of the funds invested in a Security,
plus the sum of interest accrued, paid and reinvested in a Security, less the sum of redemptions from time to time.


 


“Program”
means the iCap Vault Demand Note Program for the sale of Variable Denomination Floating Rate Demand Notes established by the Company
and in effect on the date hereof, as the same may be amended or supplemented by the Company from time to time.


 


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


 


“Responsible
Officer”, when used with respect to the Trustee, means the chairman or any vice-chairman of the board of directors, the
chairman or any vice-chairman of the executive committee of the board of directors, the chairman of the trust committee, the president,
any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant
cashier, any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the
Trustee assigned to its Corporate Trust Office customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular subject.


 


“Secured
Credit Facilities Indebtedness” means any Credit Facility Indebtedness that is secured by a Lien on the assets of the Issuer,the
Subsidiary Guarantor, or any of their Subsidiaries.


 


“Security’’
or “Securities” means any Variable Denomination Floating Rate Demand Note or Notes, as the case may be, issued pursuant
to the Program and under this Indenture, with beneficial ownership interests which are evidenced by an individual record or entries
in the name of the particular Holder established on the Security Register.


 


“Security
Documents” means the pledge and security agreement, as amended from time to time, creating the security interests in the
Collateral as contemplated by this Indenture.


 


“Security
Register” has the meaning specified in Section 9.02.


 




    	5



    	 



    

 


“Subordinated
Indebtedness” means (a) with respect to the Issuer, any indebtedness of the Issuer which is by its terms subordinated in
right of payment to the Securities, and (b) with respect to the Subsidiary Guarantor, any indebtedness of such Subsidiary Guarantor
which is by its terms subordinated in right of payment to obligations in respect of the Securities.


 


“Subsidiary”
means, with respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint
venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time
of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50%
of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise,
and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 


“Subsidiary
Guarantor” means Vault Holding 1, LLC, which is a limited liability company duly organized and existing under the
laws of Delaware and a wholly-owned subsidiary of the Company.


 


“Subsidiary
Guaranty” means the Guaranty Agreement entered into by Subsidiary Guarantor for the guarantee of full and timely performance
of the obligations of Company under the Notes.


 


“Trustee”
means individually and collectively the Persons 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 or include each Person who is then a Trustee hereunder.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this instrument was
executed, except as provided in Section 8.05.


 


“United
States” means the United States of America (including the States and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction.


 


Section
1.02 Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.


 


Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than annual
certificates provided pursuant to Section 9.04) shall include:


 


	 	(1)	a
    statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions
    herein relating thereto;
	 	 	 
	 	(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;


 




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	 	(3)	a
    statement that, in the opinion of each such individual, he/she has made such examination or investigation as is necessary
    to enable him/her 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, in the opinion of each such individual, such condition or covenant has been complied with.


 


Section
1.03 Form of Documents Delivered to Trustee


 


In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered
by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


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


 


Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions
or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.


 


Section
1.04 Acts of Holders.


 


	 	(1)	Any
    request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given
    or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
    Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall
    become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required,
    to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
    referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such
    instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
    Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.
	 	 	 
	 	(2)	The
    fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness
    of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds,
    certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
    is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute
    sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority
    of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.


 




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	 	(3)	The
    ownership of Securities shall be proved by reference to the Security Register.
	 	 	 
	 	(4)	Any
    request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every
    future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in
    exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company
    in reliance thereon, whether or not notation of such action is made upon such Security.
	 	 	 
	 	(5)	The
    Company may set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization,
    direction, notice, consent, waiver or other Act which record date shall be the later of ten (10) days prior to the first solicitation
    of such action or the date of the most recent list of Holders furnished to the Trustee pursuant to Section 7.01 of this Indenture
    prior to such solicitation. If a record date is fixed, those persons who were Holders of Securities at such record date (or
    their duly designated proxies), and only those persons, shall be entitled to take such action or to revoke any such previous
    action, whether or not such persons continue to be Holders after such record date. No such request, demand, authorization,
    direction, notice, consent, waiver or other Act shall be valid or effective for more than one hundred and twenty (120) days
    after such record date.


 


Section
1.05 Notices, Etc., to Trustee and Company.


 


Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,


 


	 	(1)	the
    Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed
    in writing or transmitted electronically to or with the Trustee at its Corporate Trust Office, Attention: Legal Department;
    legalteamAST@astfinancial.com, or
	 	 	 
	 	(2)	the
    Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
    provided) if in writing and mailed, first-class postage prepaid or electronically transmitted by means authorized by the Company,
    to the Company addressed to it at the physical or e-mail address of its principal office specified in the first paragraph
    of this instrument or at any other address previously furnished in writing, to the Trustee or Holders by the Company.


 


Section
1.06 Notice to Holders; Waiver.


 


Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid or transmitted electronically, to each Holder affected by such
event, at his/her address, as it appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case, if their notice to Holders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.


 




    	8



    	 



    

 


Where
this Indenture provides for notice in any manner, such notice may be waived in writing or transmitted electronically by the Person
entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.


 


Section
1.07 Conflict with Trust Indenture Act.


 


If
any provision hereof limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act through operation of Section 318(c) thereof, such imposed duties shall control.


 


Section
1.08 Effect of Headings, Table of Contents, and Reconciliation and Tie.


 


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


 


Section
1.09 Successors and Assigns.


 


All
covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.


 


Section
1.10 Separability Clause.


 


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


 


Section
1.11 Benefits of Indenture.


 


Nothing
in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section
1.12 Governing Law.


 


This
Indenture and the Securities shall be governed by and construed in accordance with Federal law and with the laws of the State
of Delaware, without reference to its conflicts of law principles.


 


Section
1.13 Legal Holiday.


 


In
any case where any payment date shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of
the Securities) payment of the principal of or interest on the Securities need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the payment date, provided that no interest shall accrue
for the period from and after such payment date.


 


Section
1.14 Persons Deemed Owners.


 


The
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered
as the owner of such Security for the purpose of receiving payment of principal of or interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company
or the Trustee shall be affected by notice to the contrary.


 




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Section
1.15 Offset.


 


The
Company may offset against amounts payable on the Securities amounts due and owing by beneficial owners of such Security. The
Company shall notify the Trustee of any such offset.


 


ARTICLE
TWO


 


AMOUNT,
PAYMENT AND


 


RESTRICTION
ON TRANSFER OF SECURITIES


 


Section
2.01 Amount Unlimited.


 


The
amount of Securities issued and outstanding pursuant to the Program and under this Indenture shall not be limited.


 


Section
2.02 Series


 


The
Securities may be issued in one or more series.


 


Series
2.03 Interest


 


The
Securities will bear interest at a floating rate per annum that is determined from time to time by the Company in its sole discretion.
Interest on the Securities is compounded daily, at the rate in effect each day, based on a 365-day year. Interest payable on the
Securities accrues daily and will be credited to the Securities on the last business day of each calendar month and will be reinvested.


 


Section
2.04 Payment.


 


Company
shall pay the principal of and interest on the Securities upon demand of the Holder. The Securities shall be payable at the office
or agency of the Company as may from time to time be designated in writing maintained for such purpose in such coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts or any other
coin, currency, or in-kind payment as mutually agreed to by Holder and Company.


 


Section
2.05 Restriction on Transfer of Securities.


 


The
Securities may not be transferred, in whole or in part, either directly or by operation of law or otherwise.


 


Section
2.06 Rank.


 


The
Obligations with respect to the Securities ranks equal in right of payment to all existing and future Pari Passu Indebtedness,
senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer and subordinated and subject in
right of payment to the prior or future payment in full of the principal of and interest on all Secured Credit Facilities Indebtedness.


 




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ARTICLE
THREE


 


REDEMPTION
OF SECURITIES


 


Section
3.01 Redemption at Option of the Company.


 


The
Company may redeem, at any time in its discretion, all or any portion of the Securities issued pursuant to the Program and under
this Indenture. Any partial redemption of the entirety of the Securities need not be effected by lot or pro rata or by any other
method.


 


Section
3.02 Notice of Redemption.


 


The
Company may redeem Securities at its option in any amount, at any time and from time to time at a redemption price equal to the
Principal Amount, or any part thereof, plus accrued interest to the redemption date


 


Section
3.03 Payment of Redemption Price.


 


The
full or partial Security being redeemed, plus accrued and unpaid interest therein to the Redemption Date, shall be paid by electronic
funds transfer to the Holder or by check. The Company covenants that it will pay or cause to be paid to Holder, whether directly
or through the Trustee or to the Paying Agent, cash in an amount sufficient to pay the Principal Amount of the Security or portion
thereof to be redeemed on such date, together with accrued and unpaid interest to the Redemption Date.


 


Interest
on the redeemed amount shall cease to accrue on and after the effective date the redeemed amount shall have become due and payable
and paid by the Company.


 


Section
3.04 Redemption at Option of the Holder.


 


Subject
to the terms and conditions of the Program, a Security may be redeemed in full or in part at any time at the option of, and upon
demand by, the Holder. Subject to the terms and conditions of the Program, demand may be made for full or partial redemption of
a Security by demand to the Company pursuant to the Program in such manner as the Company deems appropriate. The Company covenants
that it will pay or cause to be paid to Holder, whether directly or through the Trustee or to the Paying Agent, funds in an amount
sufficient to pay the Principal Amount plus accrued and unpaid interest of the Security or portion thereof to be redeemed.


 


ARTICLE
FOUR


 


SATISFACTION
AND DISCHARGE OF INDENTURE


 


Section
4.01 Satisfaction and Discharge of Indenture.


 


If
at any time:


 


(1)
the Company shall have terminated the Program pursuant to its provisions,


 


(2)
all the Securities shall have become due and payable,


 


(3)
the Company shall have deposited or caused to be deposited with the Trustee as trust funds the entire amount (other than moneys
repaid by any Paying Agent to the Trustee in accordance with Section 4.03) sufficient to pay all the Securities, including principal
and interest due or to become due to such date of payment, and


 


(4)
the Company shall have paid or caused to be paid all other sums payable hereunder by the Company,


 


then
this Indenture shall cease to be of further effect, and the Trustee, on demand of and at the cost and expense of the Company shall
execute proper instruments acknowledging satisfaction of and discharge of this Indenture.


 




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The
Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture, the Program or the Securities.


 


Section
4.02 Application of Trust Money.


 


All
moneys deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent), to the Holders of the Securities for the payment
of which such moneys have been deposited with the Trustee of all sums due and to become due thereon for principal and interest.
The Trustee shall be under no obligation to invest or pay interest on any moneys so held in trust.


 


Section
4.03 Repayment by Paying Agents.


 


In
connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions
of this Indenture shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such Paying Agent shall
be released from all further liability with respect to such moneys.


 


ARTICLE
FIVE


 


REMEDIES


 


Section
5.01 Events of Default.


 


“Events
of Default”, means any one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):


 


	 	(1)	default
    in the payment of any part of or all the principal of or interest on any Security as and when the same shall be due and payable,
    in accordance with the then current provisions and rules and regulations of the Program and this Indenture, and continuance
    of such default for a period of thirty (30) days; or
	 	 	 
	 	(2)	default
    in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
    a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such
    default or breach for a period of ninety (90) days after there has been given, by registered or certified mail or electronically
    transmitted, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least fifty per cent (50%)
    in principal amount of the Outstanding Securities a written notice specifying such default or breach and requiring it to be
    remedied and stating that such notice is a “Notice of Default” hereunder; or
	 	 	 
	 	(3)	the
    entry by a court having jurisdiction in the premises of:


 


	 	a.	a
    decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or
    State bankruptcy, insolvency, reorganization or other similar law or
	 	 	 
	 	b.	a
    decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
    arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing
    a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial
    part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or
    order for relief or any such other decree or order unstayed and in effect for a period of ninety (90) consecutive days; or


 




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	 	(4)	the
    commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,
    reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
    by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any
    applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy
    or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization
    or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment
    of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company
    or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission
    by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the
    Company in furtherance of any such action; or
	 	 	 
	 	(5)	in
    connection with any proceeding under any law relating to bankruptcy, insolvency or reorganization or relief of debtors involving
    the Company, an order for relief shall be entered by a court of competent jurisdiction which affects any significant part
    of the assets of the Company.
	 	 	 
	 	(6)	any
    other Event of Default provided in or pursuant to this Indenture with respect to Securities of such series.


 


Section
5.02 Acceleration of Maturity; Rescission and Annulment.


 


If
an Event of Default with respect to the Securities occurs and is continuing, then in every such case the Trustee or the Holders
of not less than fifty percent (50%) in the Principal Amount of the Outstanding Securities may declare all of the Securities 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 shall become immediately due and payable.


 


Notwithstanding
the foregoing or any other provision in this Indenture to the contrary, at any time after such a declaration of acceleration with
respect to the Securities has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Company, by written notice to the Trustee, may rescind and annul such declaration
and its consequences if:


 


		(1)	the
                                         Company has paid or deposited with the Trustee a sum sufficient to pay:



 


	 	a.	the
    Principal Amount of any Securities which have become due otherwise than by such declaration of acceleration and interest thereon
    at the rate or rates prescribed therefor in such Securities;


 




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	 	b.	to
    the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor
    in such Securities, and
	 	 	 
	 	c.	all
    sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
    Trustee, its agents and counsel; and


 


	 	(2)	all
    Events of Default with respect to the Securities, other than the non-payment of the principal of Securities which have become
    due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


No
such rescission shall affect any subsequent default or impair any right consequent thereon.


 


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


 


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


 


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


 


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


 


Section
5.04 Trustee May File Proofs of Claim.


 


In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or
of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise:


 


	 	(1)	to
    file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to
    file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including
    any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee,
    their agents and counsel) and of the Holders allowed in such judicial proceeding, and


 




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	 	(2)	to
    collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the
Trustee and any predecessor Trustee under Section 6.06.


 


Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof
or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section
5.05 Trustee May Enforce Claim Without Possession of Securities.


 


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


 


Section
5.06 Application of Money Collected.


 


Any
money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by
the Trustee:


 


FIRST:
To the payment of all amounts due the Trustee and any predecessor Trustee under Section 6.06; and SECOND: To the payment of the
amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such
Securities for principal and interest, respectively.


 


Section
5.07 Limitation on Suits.


 


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


 


	 	(1)	such
    Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities;
	 	 	 
	 	(2)	the
    Holders of not less than fifty percent (50%) in principal amount of the Outstanding Securities shall have made written request
    to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 




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	 	(3)	such
    Holder or Holders have entered into an agreement in form and substance reasonably satisfactory to the Trustee pursuant to
    which the Holder or Holders have agreed to (a) indemnify the Trustee against the costs, expenses and liabilities to be incurred
    in compliance with such request and (b) pay all legal fees and expenses in connection with such proceeding, judicial or otherwise;
	 	 	 
	 	(4)	the
    Trustee for ninety (90) days after its receipt of such notice, request and offer of indemnity has failed to institute any
    such proceeding; and
	 	 	 
	 	(5)	no
    direction inconsistent with such written request has been given to the Trustee during such ninety (90) day period by the Holders
    of a majority in principal amount of the Outstanding Securities; it being understood and intended that no one or more of such
    Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
    disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over
    any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal
    and ratable benefit of all such Holders.


 


Section
5.08 Unconditional Right of Holders to Receive Principal and Interest.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest on such Security on the applicable due date provided therefor pursuant to the
Program (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment
subject to any limitations on suits set forth elsewhere in this Agreement including Section 5.07, and such rights shall not be
impaired without the consent of such Holder.


 


Section
5.09 Restoration of Rights and Remedies.


 


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


 


Section
5.10 Rights and Remedies Cumulative.


 


No
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or
remedy.


 


Section
5.11 Delay or Omission Not Waiver.


 


No
delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy acting upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right
and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 




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Section
5.12 Control by Holders.


 


The
Holders of a majority in principal amount of the Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee
with respect to the Securities, provided that such direction shall not be in conflict with any rule of law or with this Indenture.
Subject to Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee shall reasonably
determine, in good faith, that the action or proceeding so directed would be unjustly prejudicial to any Holders not joining in
such direction or would involve the Trustee in any personal liability unless indemnified to its reasonable satisfaction, and the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


Section
5.13 Waiver of Past Defaults.


 


The
Holders of not less than a majority in Principal Amount of the Outstanding Securities may on behalf of the Holders of all the
Securities waive any past default hereunder and its consequences, except a default:


 


	 	(1)	in
    the payment of the principal of or interest on any Security, or
	 	 	 
	 	(2)	in
    respect of a covenant or provision hereof which under Article Eight cannot be amended without the consent of the Holders of
    each Outstanding Security affected.


 


Upon
any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent
thereon.


 


Section
5.14 Undertaking for Costs.


 


All
Parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than ten percent (10%) in principal amount of the Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of or interest on the Security on or after the applicable due date therefor provided
pursuant to the Program (or, in the case of redemption, on or after, the Redemption Date).


 


Section
5.15 Waiver of Stay or Extension Laws.


 


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


 




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ARTICLE
SIX


 


THE
TRUSTEE


 


Section
6.01 Certain Duties and Responsibilities.


 


		(1)	Except
                                         during the continuance of an Event of Default,



 


	 	a.	the
    Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied
    covenants or obligations shall be read into this Indenture against the Trustee; and
	 	 	 
	 	b.	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 the Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required
    to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform
    to the requirements of this Indenture; provided that the Trustee shall be under no duty to confirm or investigate the accuracy
    or mathematical calculations (if applicable) or other facts stated therein.


 


	 	(2)	In
    case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in
    it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use
    under the circumstances in the conduct of his/her own affairs.
	 	 	 
	 	(3)	No
    provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action,
    its own grossly negligent failure to act, or its own willful misconduct, except that:


 


	 	a.	this
    Subsection shall not be construed to limit the effect of Subsection (1) of this Section;
	 	 	 
	 	b.	the
    Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer;
	 	 	 
	 	c.	the
    Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with
    the direction of the Holders of a majority in Principal Amount of the Outstanding Securities, determined as provided in Section
    5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
    any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities; and


 




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


 


	 	(4)	Whether
    or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability
    of or affording protection to the Trustee shall be subject to the provisions of this Section.


 


Section
6.02 Notice of Defaults.


 


Within
ninety (90) days after the occurrence of any default hereunder with respect to the Securities, the Trustee shall transmit by mail
or electronic transmission to all Holders of Securities, as their names and addresses appear in the Security Register, notice
of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of or interest on any Security, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors
or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders
of Securities; and provided, further, that in the case of any default of the character specified in Section 5.01(3) with respect
to the Securities, no such notice to Holders shall be given until at least thirty (30) days after the occurrence thereof. For
the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default.


 


Section
6.03 Certain Rights of Trustee.


 


Subject
to the provisions of Section 6.01:


 


	 	(1)	the
    Trustee (a) may rely, (b) shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
    instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
    or other paper or document believed to be genuine and to have been signed or presented by the proper party or parties, and
    (c) need not investigate any fact or matter in any paper or document believed by it to be genuine and to have been executed
    or presented by the proper Person or Persons;
	 	 	 
	 	(2)	any
    request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order
    and any resolution of the Board of Managers of the Manager may be sufficiently evidenced by a Board Resolution;
	 	 	 
	 	(3)	whenever
    in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to
    taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed)
    may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;
	 	 	 
	 	(4)	the
    Trustee may consult with counsel and the written advice, or oral advice subsequently confirmed in writing, of such counsel
    or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered
    or omitted by it hereunder in good faith and in reliance thereon;


 




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	 	(5)	the
    Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
    or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable
    security or indemnity (as determined by the Trustee in its sole discretion) against the costs, expenses and liabilities which
    might be incurred by it in compliance with such request or direction and shall have entered into an indemnity agreement in
    form and substance reasonably satisfactory to the Trustee;
	 	 	 
	 	(6)	the
    Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
    instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
    or other paper or document, 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 shall
    be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;
	 	 	 
	 	(7)	the
    Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
    agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or
    attorney appointed with due care by it hereunder;
	 	 	 
	 	(8)	the
    Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized
    or within the discretion or rights or powers conferred upon it by the Indenture;
	 	 	 
	 	(9)	The
    Trustee shall not be deemed to have knowledge of any Default or Event of Default, except (a) any Event of Default occurring
    pursuant to Section 5.01(1) or (b) any Default or Event of Default of which a Responsible Officer shall have received written
    notification or obtained actual knowledge. As used herein, “actual knowledge” means the actual fact or statement
    of knowing by a Responsible Officer without independent investigation with respect thereto; and
	 	 	 
	 	(10)	Delivery
    of the reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt
    of such shall not constitute constructive notice of any information contained therein or determinable from information contained
    therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
    to rely exclusively on Officers’ Certificates).


 


Section
6.04 Not Responsible for Recitals, Issuance of Securities or Special Damages, et al.


 


The
recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture, the Program or of the Securities.
The Trustee shall not be responsible or accountable for the use or application by the Company of the Securities or the proceeds
thereof, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued or offering
circular (or similar document) used in connection with the sale of the Notes or in the Notes. In no event shall the Trustee be
responsible or liable for special, indirect 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.


 




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Section
6.05 Money Held in Trust.


 


Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder, except as otherwise agreed with the Company.


 


Section
6.06 Compensation and Reimbursement.


 


The
Company agrees:


 


	 	(1)	to
    pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder pursuant to a separate
    agreement between the Company and the Trustee, which may be amended from time to time (which compensation shall not be limited
    by any provision of law in regard to the compensation of a trustee of an express trust);
	 	 	 
	 	(2)	except
    as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements
    and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable
    compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance
    as may be attributable to its gross negligence or bad faith or willful misconduct (as determined by a court of competent jurisdiction
    in a final and non-appealable judgment); and
	 	 	 
	 	(3)	to
    indemnify each of the Trustee and any predecessor Trustee and their respective Affiliates and the employees, officers, directors
    or representatives of the Trustee, any predecessor Trustee and their respective Affiliates, and to hold it harmless against,
    any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct (as determined by a court
    of competent jurisdiction in a final and non-appealable judgment), on the Trustee’s or any predecessor Trustee’s
    part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance
    of their duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection
    with the exercise or performance of any of its powers or duties hereunder.


 


Section
6.07 Disqualification; Conflicting Interests.


 


The
Trustee shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time provided for
therein. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second-to-last
paragraph of Section 310(b) of the Trust Indenture Act.


 


Section
6.08 Corporate Trustee Required; Eligibility.


 


There
shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $150,000, subject to supervision or examination by Federal or State authority;
provided, however, that if Section 310(a) of the Trust Indenture Act or the rules and regulations of the Commission under the
Trust Indenture Act at any time permit a corporation organized and doing business under the laws of any other jurisdiction to
serve as trustee of an indenture qualified under the Trust Indenture Act, this Section 6.08 shall be automatically amended to
permit a corporation organized and doing business under the laws of any such other jurisdiction to serve as Trustee hereunder.
If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor
any person directly or indirectly controlling, controlled by or under common control with the Company may serve as Trustee. If
at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.


 




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Section
6.09 Resignation and Removal; Appointment of Successor.


 


	 	(1)	No
    resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
    until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10.
	 	 	 
	 	(2)	The
    Trustee may resign at any time with respect to the Securities by giving written notice thereof to the Company. If the instrument
    of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within thirty (30)
    days after the giving of such notice of resignation, the resigning Trustee may appoint or petition any court of competent
    jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.
	 	 	 
	 	(3)	The
    Trustee may be removed at any time with respect to the Securities by Act of the Holders of a majority in Principal Amount
    of the Outstanding Securities, delivered to the Trustee and to the Company or, so long as no Event of Default has occurred
    and is continuing, by the Company with notice to the Trustee.
	 	 	 
	 	(4)	If
    at any time:


 


	 	a.	the
    Trustee shall fail to comply with Section 6.07 after written request therefor by the Company or by any Holder who has been
    a bona fide Holder of a Security for at least six (6) months, unless the Trustee’s duty to resign has been stayed as
    provided in Section 310(b) of the Trust Indenture Act, or
	 	 	 
	 	b.	the
    Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request therefor by the Company
    or by any such Holder, or
	 	 	 
	 	c.	the
    Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
    property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs
    for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution of
    the Manager may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder who has been
    a bona fide Holder of a Security for at least six (6) months may, on behalf of himself and all others similarly situated,
    petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
    of a successor Trustee or Trustees.


 




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	 	(5)	If
    the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for
    any cause, the Company, by a Board Resolution of the Manager, shall promptly appoint a successor Trustee and shall comply
    with the applicable requirements of Section 6.10. If, within one (1) year after such resignation, removal or incapability,
    or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal
    amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed
    shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.10, become
    the successor Trustee and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee
    shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.10,
    any Holder who has been a bona fide Holder of a Security for at least six (6) months may, on behalf of himself and all others
    similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.
	 	 	 
	 	(6)	The
    Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee
    by mailing written notice of such event by first-class mail, postage prepaid or by electronic transmission, to all Holders
    of Securities as their names and physical and e-mail addresses appear in the Security Register. Each notice shall include
    the name of the successor Trustee and the address of its Corporate Trust Office.


 


Section
6.10 Acceptance of Appointment by Successor.


 


	 	(1)	In
    case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed shall execute, acknowledge
    and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation
    or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance,
    shall become vested with all the rights, powers, trusts and duties of the retiring Trustee;
	 	 	 
	 	(2)	but,
    on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute
    and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee
    and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
    hereunder.


 


Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) of this Section.


 


No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.


 


Section
6.11 Merger, Conversion, Consolidation or Succession to Business.


 


Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall
be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.


 




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Section
6.12 Preferential Collection of Claims Against Company.


 


The
Trustee shall be subject to Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b)
thereof.


 


ARTICLE
SEVEN


 


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section
7.01 Company to Furnish Trustee Names and Addresses of Holder.


 


The
Company will furnish or cause to be furnished to the Trustee:


 


	 	(1)	semi-annually,
    not later than July 15 and January 15 in each year, a list in such form as the Trustee may reasonably require, of the names
    and addresses of the Holders as of the preceding June 30 or December 31, as the case may be plus the interest rates on the
    Securities in effect from time to time, and
	 	 	 
	 	(2)	at
    such other times as the Trustee may request in writing, within thirty (30) days after the receipt by the Company of any such
    request, a list of similar form and content as of a date not more than fifteen (15) days prior to the time such list is furnished;


 


excluding
from any such list names and addresses received by the Trustee in its capacity as Security Registrar (as defined below).


 


Section
7.02 Preservation of Information; Communications to Holders.


 


	 	(1)	The
    Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in
    the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received
    by the Trustee in its capacity as “Security Registrar”. The Trustee may destroy any list furnished to it as provided
    in Section 7.01 upon receipt of a new list so furnished.
	 	 	 
	 	(2)	If
    three (3) or more Holders (herein referred to as “applicants”) apply in writing to the Trustee, and furnish to
    the Trustee reasonable proof that each such applicant has owned a Security for a period of at least six (6) months preceding
    the date of such application, and such application states that the applicants desire to communicate with other Holders with
    respect to their rights under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or
    other communication which such applicants propose to transmit, then the Trustee shall, within five (5) business days after
    the receipt of such application, at its election, either:


 


	 	a.	afford
    such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.02(1), or
	 	 	 
	 	b.	inform
    such applicants as to the approximate number of Holders whose names and addresses appear in the information preserved at the
    time by the Trustee in accordance with Section 7.02(1), and as to the approximate cost of mailing to such Holders the form
    of proxy or other communication, if any, specified in such application.


 




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If
the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon written request of such
applicants, mail to each Holder whose name and address appear in the information preserved at the time by the Trustee in accordance
with Section 7.02(1) a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five (5) days after such tender the Trustee shall mail to such applicants and file with the Commission,
together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interest of the Holders or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections
so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders
with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved
of any obligation or duty to such applicants respecting their application.


 


	 	(3)	Every
    Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company
    nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of any such information
    as to the names and addresses of the Holders in accordance with Section 7.02(2), regardless of the source from which such
    information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to
    a request made under Section 7.02.


 


Section
7.03 Reports by Trustee.


 


	 	(1)	Within
    sixty (60) days after May 15 of each year beginning with the year 2020, the Trustee shall transmit by mail or electronic transmission
    to all Holders, as their names and addresses appear in the Security Register, a brief report dated as of such May 15 with
    respect to any of the following events which may have occurred within the previous twelve (12) months (but if no such event
    has occurred within such period, no report need be transmitted):


 


	 	a.	any
    change to its eligibility under Section 6.08 and its qualifications under Section 6.07;
	 	 	 
	 	b.	The
    creation of or any material change to a relationship specified in Section 3.10(b)(1) through Section 3.10(b)(10) of the Trust
    Indenture Act;
	 	 	 
	 	c.	the
    character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof)
    made by the Trustee (as such) which remain unpaid on the date of such report, and for the reimbursement of which it claims
    or may claim a lien or charge, prior to that of the Securities, on any property or funds held or collected by it as Trustee,
    except that the Trustee shall not be required (but may elect) to report such advances if such advances so remaining unpaid
    aggregate not more than one-half of one percent (1/2 of 1%) of the principal amount of the Securities Outstanding on the date
    of such report;
	 	 	 
	 	d.	any
    change to the amount, interest rate and maturity date of all other indebtedness owing by the Company (or by any other obligor
    on the Securities) to the Trustee in its individual capacity, on the date of such report, with a brief description of any
    property held as collateral security therefor, except an indebtedness based upon a creditor relationship arising in any manner
    described in Section 6.12(2)(b), (c), (d) or (f);


 




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	 	e.	the
    property and funds, if any, physically in the possession of the Trustee as such on the date of such report;
	 	 	 
	 	f.	any
    release, or release and substitution, of property subject to the lien of the Indenture (and the consideration therefor, if
    any) which it has not previously reported, unless the fair value of such property, as set forth in the certificate or opinion
    required by Section 314(d)(1) and (3) of the Trust Indenture Act, is less than 10 per centum of the principal amount of indenture
    securities outstanding at the time of such release, or such release and substitution;
	 	 	 
	 	g.	any
    additional issue of Securities which the Trustee has not previously reported; and
	 	 	 
	 	h.	any
    action taken by the Trustee in the performance of its duties hereunder which it has not previously reported and which in its
    opinion materially affects the Securities, except action in respect of a default, notice of which has been or is to be withheld
    by the Trustee in accordance with Section 6.02.


 


	 	(2)	The
    Trustee shall transmit by mail to all Holders, as their names and addresses appear in the Security Register, a brief report
    with respect to the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding
    the making thereof) made by the Trustee (as such) since the date of the last report transmitted pursuant to Subsection (1)
    of this Section (or if no such report has yet been so transmitted, since the date of execution of this instrument) for the
    reimbursement of which it claims or may claim a lien or charge, prior to that of the Securities, on property or funds held
    or collected by it as Trustee and which it has not previously reported pursuant to this Subsection, except that the Trustee
    shall not be required (but may elect) to report such advances if such advances remaining unpaid at any time aggregate ten
    percent (10%) or less of the principal amount of the Securities Outstanding at such time, such report to be transmitted within
    ninety (90) days after such time.
	 	 	 
	 	(3)	A
    copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange,
    if any, upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee
    when any Securities are listed on any stock exchange.


 


Section
7.04 Reports by Company.


 


The
Company shall:


 


	 	(1)	file
    with the Trustee, within fifteen (15) days after the Company is required to file the same with the Commission, copies of the
    annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as
    the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the
    Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required
    to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the
    Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary
    and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act
    of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to
    time in such rules and regulations;


 




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	 	(2)	file
    with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission,
    such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants
    of this Indenture as may be required from time to time by such rules and regulations;
	 	 	 
	 	(3)	transmit
    by mail to all Holders, as their names and addresses appear in the Security Register, within thirty (30) days after the filing
    thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant
    to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the
    Commission; and
	 	 	 
	 	(4)	furnish
    to the Trustee, not less often than annually, a brief certificate from the Company’s principal executive officer, principal
    financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions
    and covenants under this Indenture.


 


Section
7.05 Certificates of Fair Value.


 


The
Company shall furnish to the Trustee certificates or opinions of fair value with regard to released property pursuant to Section
314(d)(1) and (3) of the Trust Indenture Act, which certificates or opinions shall be made by an independent engineer, appraiser
or other expert to the extent required by Section 314(d) of the Trust Indenture Act.


 


ARTICLE
EIGHT


 


SUPPLEMENTAL
INDENTURES


 


Section
8.01 Supplemental Indentures Without Consent of Holders.


 


Without
the consent of any Holders, the Company, when authorized by a Board Resolution of the Manager, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:


 


	 	(1)	to
    evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of
    the Company herein and in the Securities; or
	 	 	 
	 	(2)	to
    add to the covenants of the Company for the benefit of the Holders of the Securities or to surrender any right or power herein
    conferred upon the Company; or
	 	 	 
	 	(3)	to
    add any additional Events of Default; or


 




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	 	(4)	to
    evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the
    provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder
    by more than one Trustee, pursuant to the requirements of Section 6.10(2); or
	 	 	 
	 	(5)	to
    cure any ambiguity, or correct or supplement any provision herein which may be defective or inconsistent with any other provision
    herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such
    action shall not adversely affect the interests of the Holders of Securities in any material respect.


 


Section
8.02 Supplemental Indentures with Consent of Holders.


 


With
the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution of the Manager, and the Trustee,
may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities under
this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby,


 


	 	(1)	change
    the character of the Securities from being payable on demand or reduce the principal amount of any Security or impair the
    right to institute suit for the enforcement of any such payment on or after the applicable due date thereof (or, in the case
    of redemption, on or after the Redemption Date), or
	 	 	 
	 	(2)	reduce
    the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental
    indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture
    or certain defaults hereunder and their consequences) provided for in this Indenture, or
	 	 	 
	 	(3)	Change
    any obligation of the Company, with respect to Outstanding Securities, to maintain an office or agency in the places and for
    the purposes specified in Section 9.02, or
	 	 	 
	 	(4)	modify
    any of the provisions of this Section, Section 5.13 or Section 9.04, except to increase any such percentage or to provide
    that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding
    Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with
    respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 9.04,
    or the deletion of this proviso, in accordance with the requirements of Sections 6.10(2) and 8.01(5).


 


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


 


Section
8.03 Execution of Supplemental Indentures.


 


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 6.01) shall
be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 




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Section
8.04 Effect of Supplemental Indentures.


 


Upon
the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and
such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section
8.05 Conformity with Trust Indenture Act.


 


Every
supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then
in effect.


 


ARTICLE
NINE


 


COVENANTS


 


Section
9.01 Administration of Program; Payment of Principal and Interest.


 


	 	(1)	The
    Company covenants and agrees to maintain and administer the Program and the Securities issued pursuant thereto in accordance
    with the provisions of the Program, as the same may from time to time be in force and effect, and this Indenture; provided,
    however, that nothing herein shall prevent the Company from exercising any of its rights to amend, modify or terminate the
    Program, or to adopt, amend or rescind the rules established under the Program, as provided therein.
	 	 	 
	 	(2)	The
    Company covenants and agrees for the benefit of Holders of Securities that it will duly and punctually pay or credit the principal
    of and interest on the Securities in accordance with the terms of the Program and this Indenture. Interest will accrue on
    the Principal Amount of the Securities in accordance with the provisions of the Program. The interest rate on the Securities
    shall be determined in accordance with the provisions of the Program. Interest rates will vary from time to time. There are
    no minimum or maximum interest rates.


 


Section
9.02 Maintenance of Security Register, Maintenance of Office or Agency.


 


	 	(1)	The
    Company will keep at an office or agency proper books of record and account (which books may be in written form or in any
    other form capable of being converted into written form) in which full and correct entries shall be made of all funds invested
    in the Securities, together with interest accrued or credited thereon, and all redemptions thereof, in accordance with sound
    accounting practice and which shall contain the names and addresses of all Holders and the Principal Amounts of their respective
    Securities (collectively, the “Security Register”).
	 	 	 
	 	(2)	The
    Company will maintain in Bellevue, Washington or such other city where the Company maintains its corporate headquarters an
    office or agency where notices and demands hereunder may be given to or made upon the Company in respect of the Securities
    and this Indenture may be served. The Company will give prompt written notice to the Trustee and the Holders of the location,
    and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required
    office or agency or shall fail to furnish the Trustee with the address thereof, such notices and demands may be made or served
    at the Corporate Trust Office of the Trustee.


 




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Section
9.03 Money for Securities Payments to Be Held in Trust.


 


Whenever
the Company shall have one or more Paying Agents, it will deposit with the Paying Agent a sum sufficient to pay the principal
or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal or interest,
and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act.


 


The
Company hereby agrees, and will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee, subject, to the provisions of this Section, that such Paying Agent will:


 


	 	(1)	hold
    all sums held by it for the payment of the principal of or interest on Securities in trust for the benefit of the Persons
    entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; give the Trustee
    notice of any default by the Company (or any other obligor upon the Securities) in the making of any payment of principal
    or interest on the Securities; and
	 	 	 
	 	(2)	at
    any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee
    all sums so held in trust by such Paying Agent.


 


The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability
with respect to such money.


 


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
or interest on any Security and remaining unclaimed for three years after such principal or interest has become due and payable
shall be paid to the Company upon delivery of a Company Request and an Opinion of Counsel; and the Holder of such Security shall
thereafter, as an unsecured general creditor, 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, shall 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 a newspaper published in the English language, customarily published on each Business
Day and of general circulation in Washington, D.C., notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.


 


Section
9.04 Certificate of the Company.


 


On
or before the last day of December of each year beginning with the year 2020, the Company will file with the Trustee a certificate
of the principal executive officer, principal financial officer or principal accounting officer stating whether or not the signer
has obtained knowledge of any action or failure to act on the part of the Company during the preceding calendar year in violation
of any covenant, agreement, provision or condition contained in this Indenture and, if so, specifying, each such default of which
the signers may have knowledge and the nature thereof. For purposes of this Section 9.04, compliance shall be determined without
regard to any period of grace or requirement of notice provided pursuant to the terms of this Indenture.


 




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Section
9.05 Waiver of Certain Covenants.


 


The
Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 9.02 or 9.03,
if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities shall,
by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision
or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect
of any such term, provision or condition shall remain in full force and effect.


 


ARTICLE
TEN


 


CONSOLIDATION,
MERGER,


 


CONVEYANCE,
TRANSFER OR LEASE


 


Section
10.01 Company May Consolidate, etc., Only on Certain Terms.


 


The
Company shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially
as an entirety to any Person, unless:


 


	 	(1)	the
    corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or
    transfer the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing
    under the laws of the United States of America or any state or the District of Columbia, and shall expressly assume, by a
    supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual
    payment of the principal of and interest on all the Securities and the performance of every covenant of this Indenture on
    the part of the Company to be performed or observed;
	 	 	 
	 	(2)	immediately
    after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both,
    would become an Event of Default, shall have happened and be continuing; and
	 	 	 
	 	(3)	the
    Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
    consolidation, merger, conveyance or transfer, and if a supplemental indenture is required in connection with such a transaction,
    such supplemental indenture, complies with this Article and that all conditions precedent herein provided for relating to
    such transaction have been complied with.


 


Section
10.02 Successor Corporation Substituted.


 


Upon
any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety
in accordance with Section 10, the successor corporation formed by such consolidation or into which the Company is merged or to
which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and
thereafter, the predecessor corporation shall be relieved of all obligation and covenants under this Indenture and the Securities
and may be liquidated and dissolved.


 




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ARTICLE
ELEVEN


 


COLLATERAL


 


Section
11.01 Security Documents.


 


The
payment of the principal and interest on the Securities when due, whether by repurchase, redemption, acceleration or otherwise
and whether by the Issuer pursuant to the Securities or by the Subsidiary Guarantor pursuant to the Subsidiary Guaranty, the payment
of all other Note Obligations and the performance of all other obligations of the Issuer and the Subsidiary Guarantor under this
Indenture, the Securities, the Guarantee and the Security Documents are secured as provided in the Security Documents entered
into by the Issuer. The Issuer shall make all filings (including filings of continuation statements and amendments to UCC financing
statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are
necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuer) the security interest
created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which
is not required to be perfected under the Security Documents) as a perfected first priority security interest, subject only to
liens on Credit Facilities Indebtedness.


 


Section
11.02 Collateral Agent.


 


	 	(1)	The
    Collateral Agent shall have all the rights and protections provided in the First Lien Security Documents.
	 	 	 
	 	(2)	Subject
    to Section 6.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees,
    attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for
    the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the obtaining or maintaining insurance
    on any Collateral, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or any defect
    or deficiency as to any such matters. Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have
    no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income
    thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Trustee shall
    not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public
    office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral.
    The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral
    is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible
    for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding
    agency or other agent or bailee selected by the Trustee in good faith.
	 	 	 
	 	(3)	 Subject
    to the First Lien Security Documents, (i) the Trustee shall direct the Collateral Agent and (ii) except as directed by the
    Trustee as required or permitted by this Indenture and any other representatives or pursuant to the Security Documents, the
    Holders acknowledge that Collateral Agent will not be obligated:


 


	 	a.	to
    act upon directions purported to be delivered to it by any other Person;


 




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	 	b.	to
    foreclose upon or otherwise enforce any First Priority Lien; or
	 	 	 
	 	c.	to
    take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral.


 


	 	(4)	The
    Holders of Securities agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities,
    indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Security,
    by accepting such Security, consents to the terms of and authorizes and directs the Trustees (in each of their capacities)
    and the Collateral Agent to enter into and perform the Security Documents in each of their capacities thereunder.
	 	 	 
	 	(5)	If
    the Issuer directs the Trustees to deliver to the Collateral Agent an Officers’ Certificate so stating and requesting
    the Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the Holders
    of the First Priority Lien Obligations so incurred, the Holders acknowledge that the Collateral Agent is hereby authorized
    and directed to enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe
    its obligations thereunder.


 


Section
11.03 Authorization of Actions to Be Taken.


 


	 	(1)	Each
    Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document as originally
    in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture,
    authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes
    and empowers the Trustee and the Collateral Agent to bind the Holders of Securities and other Holders of Obligations as set
    forth in the Security Documents to which it is a party and to perform its obligations and exercise its rights and powers thereunder.
	 	 	 
	 	(2)	The
    Trustee is authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed
    under the Security Documents to which the Trustee is a party and to make further distributions of such funds to the Holders
    of Securities according to the provisions of this Indenture.
	 	 	 
	 	(3)	Subject
    to the provisions of Section 6.01 and Section 6.03 hereof, and the Security Documents, the Trustee may, in its sole discretion
    and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems
    necessary or appropriate in order to:


 


	 	a.	foreclose
    upon or otherwise enforce any or all of the First Priority Liens;
	 	 	 
	 	b.	enforce
    any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or
	 	 	 
	 	c.	collect
    and receive payment of any and all Obligations.


 


The
Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such
suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which
the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation
of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings
as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders
of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of
or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid
if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial
to the interests of Holders, the Trustee or the Collateral Agent.


 




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Section
11.04 Release of Collateral.


 


	 	(1)	Collateral
    may be released from the Lien and security interest created by the Security Documents to secure the Securities and obligations
    under this Indenture at any time or from time to time as provided hereby or in the Security Documents. At the written direction
    of Holders of at least a majority in principal amount of the Outstanding Securities, Collateral Agent shall release any items
    of Collateral at any time without affecting or diminishing the liability of the Issuer to the Holders for any remaining or
    future indebtedness. The membership interests in the Subsidiary Guarantor, constituting the Collateral, shall be automatically
    released from the Liens securing the Securities, and the Subsidiary Guarantor shall be automatically released from its obligations
    under this Indenture and the Security Documents, under any one or more of the following circumstances:


 


	 	a.	upon
    any sale or other transfer by the Issuer of the Collateral that is permitted under this Indenture to any person that is not
    the Issuer (including in connection with an event of loss), or upon the effectiveness of any written consent to the release
    of the security interest granted by the Security Documents in the Collateral pursuant to this Indenture, the security interest
    in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any
    party; and
	 	 	 
	 	b.	to
    enable the Issuer to consummate the disposition (other than any disposition to an Affiliate) of the Collateral to the extent
    not prohibited under this Indenture, and to enable any release described in the Security Documents.


 


In
addition, the security interests granted pursuant to the Security Documents securing the Securities Obligations shall automatically
terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to
the Collateral shall revert to the Company, as of the date upon (i) all the Obligations under the Securities and this Indenture
(other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately
available funds; (ii) a legal discharge under Article Four, or (iii) the holders of at least two thirds in aggregate principal
amount of all Notes issued under this Indenture consent to the termination of the Security Documents. In connection with any termination
or release pursuant to this Section 11.04(1), the Collateral Agent shall execute and deliver to the Company, at the Company’s
expense, all documents that the Company shall reasonably request to evidence such termination or release (including, without limitation,
UCC termination statements), and will duly assign and transfer to the Company, such of the Collateral that may be in the possession
of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Security
Documents. Any execution and delivery of documents pursuant to this Section 11.04(1) shall be without recourse to or warranty
by the Collateral Agent. In connection with any release pursuant to this Section 11.04(1), the Company shall be permitted to take
any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements.


 


Upon
the receipt of an Officers’ Certificate from the Issuer, as described in Section 11.04(2) below, if applicable, and any
necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent shall execute,
deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant
to this Indenture or the Security Documents.


 




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	 	(2)	Notwithstanding
    anything herein to the contrary, in connection with any release of Collateral pursuant to Section 11.04(1), the Collateral
    Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless,
    in each case, an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent, including, without
    limitation, this Section 11.04, have been met and stating under which of the circumstances set forth in Section 11.04(1) above
    the Collateral is being released have been delivered to the Collateral Agent and the Trustee on or prior to the date on which
    the Collateral Agent executes any such instrument.
	 	 	 
	 	(3)	Notwithstanding
    anything herein to the contrary, at any time when a Default or Event of Default has occurred and is continuing and the maturity
    of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration
    to the Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Security Documents will
    be effective as against the holders.


 


Section
11.05 Filing, Recording and Opinions.


 


	 	(1)	The
    Issuer will comply with the provisions of Sections 314(b), 314(c) and 314(d) of the Trust Indenture Act, in each case following
    qualification of this Indenture pursuant to the Trust Indenture Act and except to the extent not required as set forth in
    any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the
    Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee
    an Opinion of Counsel pursuant to Section 314(b)(2) of the Trust Indenture Act, the Issuer will furnish such opinion not more
    than 60 but not less than 30 days prior to each January 30.
	 	 	 
	 	 	Any
    release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the
    Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion
    of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of
    such certificate or opinion. The Trustee may, to the extent permitted by Section 6.01 and 6.03 hereof, accept as conclusive
    evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of
    Counsel.
	 	 	 
	 	(2)	Any
    certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an Officer of the Issuer, except
    in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other
    expert.
	 	 	 
	 	(3)	Notwithstanding
    anything to the contrary herein, the Issuer will not be required to comply with all or any portion of Section 314(d) of the
    Trust Indenture Act if they determine, in good faith based on advice of counsel, that under the terms of that section and/or
    any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters
    or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral.
	 	 	 
	 	(4)	Upon
    the request of the Trustee, the Trustee shall be entitled to rely on an Officer’s Certificate and an Opinion of Counsel
    in respect of any matter in furtherance of the foregoing transactions contemplated by this Section 11.05.


 




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Section
11.06 Powers Exercisable by Receiver or Trustee.


 


In
case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article
Eleven upon the Issuer with respect to the release, sale or other disposition of such property may be exercised by such receiver
or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the
Issuer or of any officer or officers thereof required by the provisions of this Article Eleven; and if the Trustee or the Collateral
Agent shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by
the Trustee or the Collateral Agent, as the case may be.


 


Section
11.07 Release Upon Termination of the Issuer’s Obligations.


 


In
the event (i) that the Issuer delivers to the Trustee, in form and substance acceptable to it, an Officers’ Certificate
and Opinion of Counsel certifying that all the obligations under this Indenture, the Securities and the Security Documents have
been satisfied and discharged by the payment in full of the Issuer’s obligations under the Securities, this Indenture and
the Security Documents, and all such obligations have been so satisfied, or (ii) a discharge of this Indenture occurs under Article
Four, the Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Trustee, on behalf of the holders,
disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents,
and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral
on behalf of the Trustee or the Holders and shall (or shall direct the Collateral Agent to) do or cause to be done all acts reasonably
necessary to release such Lien as soon as is reasonably practicable.


 


Section
11.08 Designations.


 


For
purposes of the provisions hereof requiring the Issuer to designate indebtedness for the purposes of the terms First Priority
Lien Obligations or any other such designations hereunder, any such designation shall be sufficient if the relevant designation
provides in writing that such First Priority Lien Obligations are permitted under this Indenture and is signed on behalf of the
Issuer by an Officer and delivered to the Trustee and the Collateral Agent.


 


ARTICLE
TWELVE


 


GUARANTEE


 


Section
12.01 Guarantee.


 


	 	(1)	The
    Subsidiary Guarantor has agreed to guarantee the Company’s obligations under the Notes, pursuant to the Subsidiary Guaranty.
	 	 	 
	 	(2)	The
    Subsidiary Guarantor unconditionally, absolutely and irrevocably guarantees the full and timely performance of all of the
    Note Obligations of the Company under the Notes, including the due and punctual payment of the principal and interest of the
    Notes and all money due or that may become due under the Notes, whether (a) according to the present terms of any of the Note
    documents or at any earlier or accelerated date or dates as provided therein, (b) pursuant to any extension of time or (c)
    pursuant to any amendment, modification or replacement of those documents hereafter made or granted, and whether the
    Company may be liable individually or jointly with others, or whether recovery upon such indebtedness may be or hereafter
    becomes unenforceable.


 




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	 	(3)	Subsidiary
    Guarantor agrees that settlement of any claim by Holder(s) against the Company, whether in any proceeding or not, and whether
    voluntarily or involuntarily, will inure to the benefit of Subsidiary Guarantor and any reduction of any amount owed by the
    Company to Holder(s) as a result of such settlement shall reduce the amount payable by Subsidiary Guarantor hereunder.
	 	 	 
	 	(4)	During
    the continuation of an Event of Default at a time when this Guaranty is in full force and effect, Holder may enforce the Subsidiary
    Guaranty against Subsidiary Guarantor, but only after attempting to collect or exhausting Holder’s efforts to collect
    from the Company in accordance with the provisions of the Indenture and the Collateral Agent Agreement having first satisfied
    all required timelines set forth therein.
	 	 	 
	 	(5)	Subsidiary
    Guarantor agrees that its obligation to make payment shall not be impaired, modified, changed, released or limited in any
    manner by any impairment, modification, change, release, defense or limitation of the liability of the Company or of a receiver,
    trustee, debtor-in-possession or estate under any bankruptcy or receivership proceeding. If any payment made by the Company
    is reclaimed in a bankruptcy or receivership proceeding, Subsidiary Guarantor shall pay to Trustee for the benefit of Holders
    the dollar amount of the amount reclaimed. Subsidiary Guarantor further assigns to Trustee for the benefit of Holders all
    rights Subsidiary Guarantor may have in any proceeding under the U.S. Bankruptcy Code or any receivership or insolvency proceeding
    until all indebtedness of the Company to Holders has been paid in full. This assignment includes all rights of Subsidiary
    Guarantor to be paid by the Company even if those rights have nothing to do with this Guaranty. This assignment does not prevent
    Holder from enforcing Subsidiary Guarantor’s obligations under this Guaranty in any way, subject to the provisions of
    the Indenture.
	 	 	 
	 	(6)	If
    an Event of Default occurs under the Notes, Holders shall have all other remedies provided by law. Subsidiary Guarantor agrees
    that (a) the Subsidiary Guaranty shall inure to the benefit of and may be enforced by the Holder as set forth in the Notes
    and the Indenture, and (b) the Subsidiary Guaranty shall be binding upon and enforceable against Subsidiary Guarantor and
    its successors and assigns.
	 	 	 
	 	(7)	Any
    notices, communications and waivers under the Subsidiary Guaranty shall be in writing and sent in accordance with the provisions
    for notices as set forth in the Indenture.
	 	 	 
	 	(8)	The
    Subsidiary Guaranty may be amended by Subsidiary Guarantor at any time, without any approval of the Holders being required
    but with notice to the Holders of such amendment being given.
	 	 	 
	 	(9)	Upon
    request of the Trustee, Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as
    may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture although the Trustee shall
    have no obligation to make any such request.


 


Section
12.02 Limitation on Liability.


 


Any
term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations
guaranteed hereunder by the Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering
this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.


 




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The
Subsidiary Guaranty will be automatically released upon the election of the Issuer and Notice to the Trustee if the indebtedness
which resulted in the obligation to guarantee the Securities has been released or discharged.


 


Section
12.03 Successors and Assigns.


 


This
Article Twelve shall be binding upon the Subsidiary Guarantor and its successors and assigns and shall inure to the benefit of
the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.


 


Section
12.04 No Waiver.


 


Neither
a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this
Article Twelve shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further
exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified
are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article Twelve at
law, in equity, by statute or otherwise.


 


Section
12.05 Modification.


 


No
modification, amendment or waiver of any provision of this Article Twelve, nor the consent to any departure by the Subsidiary
Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such
waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand
on the Subsidiary Guarantor in any case shall entitle the Subsidiary Guarantor to any other or further notice or demand in the
same, similar or other circumstances.


 


Section
12.06 Non-Impairment.


 


The
failure to endorse a Guarantee on any Security shall not affect or impair the validity thereof.


 


[Remainder
of Page Blank; Signatures on Following Page]


 




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


 


ICAP
VAULT 1, LLC,


 


as
Issuer


 


	 	By:
    	iCap
    Vault Management, LLC
	 	 	 
	 	Its:
    	Manager


 


	By:	                                      	 
	Name:	Chris
    Christensen	 
	Title:	CEO	 


 


VAULT
HOLDING 1, LLC,


 


as
Subsidiary Guarantor


 


	By:	                                	 
	Name:	Jim
    Christensen	 
	Title:	Chief
    Operating Officer	 


 


AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC,


 


as
Trustee


 


	By:	                                         	 
	Name:	 	 
	Title:	 	 


 


STATE
OF _____________


 


COUNTY
OF ___________


 


On
________________, before me personally came ____________________, to me known, who, being by me duly sworn, did depose and say
that he is a ______________ of iCap Vault 1, LLC, one of the companies described in and which executed the foregoing instrument;
that he knows the seal of said company that the seal affixed to said instrument is such company seal; that it was so affixed by
authority of the Manager of said company, and that he signed his name thereto by like authority.


 




    	39



    	 



    

 


______________________________________


 


Notary
Public


 


STATE
OF _____________


 


COUNTY
OF ___________


 


On
________________, before me personally came ____________________, to me known, who, being by me duly sworn, did depose and say
that he is a ______________ of Vault Holding 1, LLC, one of the companies described in and which executed the foregoing
instrument; that he knows the seal of said company that the seal affixed to said instrument is such company seal; that it was
so affixed by authority of the Manager of said company, and that he signed his name thereto by like authority.


 


______________________________________


 


Notary
Public


 


STATE
OF _________________


 


COUNTY
OF _______________


 


On
________________, before me personally came ____________________, to me known, who, being by me duly sworn, did depose and say
that s/he is a ______________ of _______________________, one of the corporations described in and which executed the foregoing
instrument; that s/he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that
it was so affixed by authority of the Board of Directors of said company, and that s/he signed her/his name thereto by like authority.


 


______________________________________


 


Notary
Public


 




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