WHITEHORSE FINANCE, INC.,


 


as Issuer,


 


and


 


AMERICAN STOCK TRANSFER & TRUST COMPANY,
LLC,


 


Trustee


 


INDENTURE


 


Dated as of July 23, 2013


 


6.50% Senior Notes due 2020


 




    	 



    	 



    

 


WHITEHORSE FINANCE, INC.


Reconciliation and tie between Trust Indenture
Act of 1939


and Indenture, dated as of July 23, 2013


 


	Trust Indenture	 	Indenture
	
        Act
        Section
	 	
        Section

	 	 	 
	 	 	 	 	 
	§ 310	(a)(1)	 	507	 
	 	(a)(2)	 	507	 
	 	(b)	 	508	 
	§ 312	(c)	 	601	 
	§ 314	(a)	 	604	 
	 	(a)(4)	 	904 (a)	 
	 	(c)(1)	 	102	 
	 	(c)(2)	 	102	 
	 	(e)	 	102	 
	§ 315	(b)	 	501	 
	§ 316	(a) (last sentence)	 	101 (“Outstanding”)	 
	 	(a)(1)(A)	 	412	 
	 	(a)(1)(B)	 	413	 
	 	(b)	 	408	 
	§ 317	(a)(1)	 	403	 
	 	(a)(2)	 	404	 
	§ 318	(a)	 	111	 
	 	(c)	 	111	 


 





 






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


 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 
	Section 101.	Definitions.	1
	 	 	 
	Section 102.	Compliance Certificates and Opinions.	7
	 	 	 
	Section 103.	Form of Documents Delivered to Trustee.	7
	 	 	 
	Section 104.	Acts of Holders.	8
	 	 	 
	Section 105.	Notices, Etc., to Trustee and Company.	9
	 	 	 
	Section 106.	Notice to Holders; Waiver.	9
	 	 	 
	Section 107.	Conflict with TIA.	9
	 	 	 
	Section 108.	Effect of Headings and Table of Contents.	10
	 	 	 
	Section 109.	Successors and Assigns.	10
	 	 	 
	Section 110.	Separability Clause.	10
	 	 	 
	Section 111.	Benefits of Indenture.	10
	 	 	 
	Section 112.	Governing Law.	10
	 	 	 
	Section 113.	Legal Holidays.	10
	 	 	 
	Section 114.	Submission to Jurisdiction.	10
	 	 	 
	ARTICLE Two THE SECURITIES
	 	 	 
	Section 201.	Forms of Securities and Dating.	11
	 	 	 
	Section 202.	Execution and Authentication; Aggregate Principal Amount.	11
	 	 	 
	Section 203.	Denomination.	13
	 	 	 
	Section 204.	No Repayment.	13
	 	 	 
	Section 205.	Temporary Securities.	13
	 	 	 
	Section 206.	Security Registrar, Paying Agent and Depositary.	13
	 	 	 
	Section 207.	Registration, Registration of Transfer and Exchange.	14
	 	 	 
	Section 208.	Book-Entry Provisions for Global Securities.	15
	 	 	 
	Section 209.	Mutilated, Destroyed, Lost and Stolen Securities.	16
	 	 	 
	Section 210.	Payment of Interest; Interest Rights Preserved.	16
	 	 	 
	Section 211.	Persons Deemed Owners.	17
	 	 	 
	Section 212.	Cancellation.	18
	 	 	 
	Section 213.	Computation of Interest.	18
	 	 	 
	Section 214.	Currency and Manner of Payments in Respect of Securities.	18
	 	 	 
	Section 215.	CUSIP Number.	18


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE Three SATISFACTION AND DISCHARGE
	 	 	 
	Section 301.	Satisfaction and Discharge of Indenture.	18
	 	 	 
	Section 302.	Application of Trust Funds.	19
	 	 	 
	ARTICLE Four REMEDIES
	 	 	 
	Section 401.	Events of Default.	20
	 	 	 
	Section 402.	Acceleration of Maturity; Rescission and Annulment.	21
	 	 	 
	Section 403.	Collection of Indebtedness and Suits for Enforcement by Trustee.	22
	 	 	 
	Section 404.	Trustee May File Proofs of Claim.	22
	 	 	 
	Section 405.	Trustee May Enforce Claims Without Possession of Securities.	23
	 	 	 
	Section 406.	Application of Money Collected.	23
	 	 	 
	Section 407.	Limitation on Suits.	23
	 	 	 
	Section 408.	Unconditional Right of Holders to Receive Principal, Premium and Interest.	24
	 	 	 
	Section 409.	Restoration of Rights and Remedies.	24
	 	 	 
	Section 410.	Rights and Remedies Cumulative.	24
	 	 	 
	Section 411.	Delay or Omission Not Waiver.	25
	 	 	 
	Section 412.	Control by Holders of Securities.	25
	 	 	 
	Section 413.	Waiver of Past Defaults.	25
	 	 	 
	Section 414.	Waiver of Stay or Extension Laws.	25
	 	 	 
	Section 415.	Undertaking for Costs	26
	 	 	 
	ARTICLE Five THE TRUSTEE
	 	 	 
	Section 501.	Notice of Defaults.	26
	 	 	 
	Section 502.	Certain Rights of Trustee.	26
	 	 	 
	Section 503.	Not Responsible for Recitals or Issuance of Securities.	27
	 	 	 
	Section 504.	May Hold Securities.	28
	 	 	 
	Section 505.	Money Held in Trust.	28
	 	 	 
	Section 506.	Compensation and Reimbursement and Indemnification of Trustee.	28
	 	 	 
	Section 507.	Corporate Trustee Required; Eligibility.	29
	 	 	 
	Section 508.	Disqualification; Conflicting Interests.	29
	 	 	 
	Section 509.	Resignation and Removal; Appointment of Successor.	29
	 	 	 
	Section 510.	Acceptance of Appointment by Successor.	30
	 	 	 
	Section 511.	Merger, Conversion, Consolidation or Succession to Business.	31
	 	 	 
	Section 512.	Appointment of Authenticating Agent.	31


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE Six HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 
	Section 601.	Disclosure of Names and Addresses of Holders.	32
	 	 	 
	Section 602.	Preservation of Information; Communications to Holders.	33
	 	 	 
	Section 603.	Reports by Trustee.	33
	 	 	 
	Section 604.	Reports by Company.	33
	 	 	 
	ARTICLE Seven CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	 	 	 
	Section 701.	Company May Consolidate, Etc., Only on Certain Terms.	34
	 	 	 
	Section 702.	Successor Person Substituted.	34
	 	 	 
	ARTICLE Eight SUPPLEMENTAL INDENTURES
	 	 	 
	Section 801.	Supplemental Indentures Without Consent of Holders.	35
	 	 	 
	Section 802.	Supplemental Indentures with Consent of Holders.	35
	 	 	 
	Section 803.	Execution of Supplemental Indentures.	36
	 	 	 
	Section 804.	Effect of Supplemental Indentures.	37
	 	 	 
	Section 805.	Conformity with Trust Indenture Act.	37
	 	 	 
	Section 806.	Reference in Securities to Supplemental Indentures.	37
	 	 	 
	Section 807.	Term Loan Agreement.	37
	 	 	 
	ARTICLE Nine COVENANTS
	 	 	 
	Section 901.	Payment of Principal, Premium, if any, and Interest.	37
	 	 	 
	Section 902.	Maintenance of Office or Agency.	37
	 	 	 
	Section 903.	Money for Securities Payments to Be Held in Trust.	38
	 	 	 
	Section 904.	Statement as to Compliance.	39
	 	 	 
	Section 905.	Waiver of Certain Covenants.	39
	 	 	 
	Section 906.	Section 18(a)(1)(A) of the Investment Company Act.	39
	 	 	 
	Section 907.	Commission Reports and Reports to Holders.	39
	 	 	 
	ARTICLE Ten REDEMPTION OF SECURITIES
	 	 	 
	Section 1001.	Optional Redemption; Notice to Trustee.	40
	 	 	 
	Section 1002.	Selection by Trustee of Securities to Be Redeemed.	40
	 	 	 
	Section 1003.	Notice of Redemption.	40
	 	 	 
	Section 1004.	Deposit of Redemption Price.	41
	 	 	 
	Section 1005.	Securities Payable on Redemption Date.	41
	 	 	 
	Section 1006.	Securities Redeemed in Part.	42


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE Eleven DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 
	Section 1101.	Company’s Option to Effect Defeasance or Covenant Defeasance.	42
	 	 	 
	Section 1102.	Defeasance and Discharge.	42
	 	 	 
	Section 1103.	Covenant Defeasance.	43
	 	 	 
	Section 1104.	Conditions to Defeasance or Covenant Defeasance.	43
	 	 	 
	Section 1105.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.	44


 


	EXHIBIT A:	FORM OF GLOBAL SECURITY


 




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INDENTURE dated as of July 23, 2013, between
WHITEHORSE FINANCE, INC., a Delaware corporation (hereinafter called the “Company”), as issuer, having its principal
office at 1450 Brickell Avenue, 31st Floor, Miami, Florida 33131, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,
trustee (hereinafter called the “Trustee”), having its Corporate Trust Office at 6201 15th Avenue,
Brooklyn, New York 11219.


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company desires to issue and
sell up to $30,000,000 aggregate principal amount (including up to $4,500,000 aggregate principal amount pursuant to the underwriters’
overallotment option (the “Additional Securities”)) of 6.50% Senior Notes due 2020 (the “Initial Securities”
and, together with any Additional Securities, the “Securities”);


 


WHEREAS, this Indenture (as defined herein)
is subject to the provisions of the Trust Indenture Act (as defined herein), that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions;


 


WHEREAS, the Company desires to establish
the form and terms of the Securities; and


 


WHEREAS, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of the Securities and all acts and things necessary to
make this Indenture a valid and legally binding obligation of the Company and to constitute a valid agreement of the Company, in
accordance with its terms, have been done and performed;


 


NOW, THEREFORE, each party hereto agrees
as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein):


 


ARTICLE
One


 


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101.        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, either directly or by reference therein, have the meanings
assigned to them therein, and the terms “cash transaction” and “self-liquidating paper,” as used in Section
311 of the Trust Indenture Act, shall have the meanings assigned to them in the rules of the Commission (as defined herein) adopted
under the Trust Indenture Act;


 


(3)         all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (as defined herein); 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 are defined in those Articles.


 


“Act”, when used with
respect to any Holder of a Security, has the meaning specified in Section 104.


 


“Additional Securities”
has the meaning set forth in the first recital of this Indenture.


 


“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.


 


“Agent Members” has the
meaning set forth in Section 208 and means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an
account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to the Depositary, shall include Euroclear
and Clearstream).


 


“Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests in any Global Security, the rules and procedures
of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.


 


“Authenticating Agent”
means any authenticating agent appointed by the Trustee pursuant to Section 512 to act on behalf of the Trustee to authenticate
the Securities.


 


“Authorized Newspaper”
means a newspaper, in the English language or in an official language of the country of publication, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection
with which the term is used or in the financial community of each such place. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.


 


“Board of Directors”
means the board of directors of the Company or any committee of the board of directors duly authorized to act hereunder.


 


“Board Resolution” means
a copy of a resolution certified by the Secretary of the Company to have been duly adopted by the Board of Directors and to be
in full force and effect on the date of such certification and delivered to the Trustee.


 


“Business Day”, when
used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment or particular location are authorized or obligated by law or executive
order to close.


 


“Clearstream” means Clearstream
International or its successor.


 


“Commission” means the
Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after
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 on such date.


 




    	2



    	 



    

 


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


 


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


 


“Corporate Trust Office”
means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at the address set forth in the preamble hereto.


 


“corporation” includes
corporations, associations, companies and business trusts.


 


“covenant defeasance”
has the meaning set forth in Section 1103.


 


“Currency” means any
currency or currencies, composite currency or currency unit or currency units, including, without limitation, the Euro, issued
by the government of one or more countries or by any reorganized confederation or association of such governments.


 


“CUSIP” has the meaning
specified in Section 215.


 


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


 


“Defaulted Interest”
has the meaning specified in Section 210.


 


“defeasance” has the
meaning set forth in Section 1102.


 


“Depositary” means DTC.


 


“Dollar” or “$”
means a U.S. dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal
tender for the payment of public and private debts.


 


“DTC” means The Depository
Trust Company, its nominees and successors.


 


“Euro” means the Euro
or other equivalent unit in such official coin or currency of the European Union.


 


“Euroclear” means Euroclear
Bank S.A./N.V., or its successor as operator of the Euroclear System.


 


“Event of Default” has
the meaning specified in Section 401.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules, regulations and interpretations promulgated thereunder, to the
extent applicable, and any statute successor thereto.


 




    	3



    	 



    

 


“Foreign Currency” means
any Currency, including, without limitation, the Euro, issued by the government of one or more countries other than the United
States of America or by any recognized confederation or association of such governments.


 


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


 


“Global Security” has
the meaning set forth in Section 201.


 


“Government Obligations”
means securities which are (i) direct obligations of the United States of America or the government which issued the Foreign Currency
in which the Securities are payable, for the payment of which its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the United States of America or such government which
issued the Foreign Currency in which the Securities are payable, the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America or such other government, which, in either case, are not callable
or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company
as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government
Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal
of the Government Obligation evidenced by such depository receipt.


 


“Holder” means the Person
in whose name a Security is registered in the Security Register.


 


“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.


 


“Initial Securities”
has the meaning set forth in the first recital of this Indenture.


 


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


 


“Investment Company Act”
means the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated thereunder, to
the extent applicable, and any statute successor thereto.


 


“Issue Date” means July
23, 2013.


 


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


 


“Notice of Default” has
the meaning provided in Section 401.


 




    	4



    	 



    

 


“Officer” means the Chairman,
Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Secretary of the Company.


 


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


 


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for the Company or who may be an employee of or other counsel for the Company.


 


“Outstanding”, when used
with respect to the Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:


 


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


 


(ii)         Securities,
or portions thereof, for whose payment or redemption 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 shall have
been made;


 


(iii)        Securities,
except to the extent provided in Sections 1102 and 1103, with respect to which the Company shall have effected defeasance and/or
covenant defeasance as provided in Article Eleven; and


 


(iv)        Securities
which have been paid pursuant to Section 209 or in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands such Securities are valid
obligations of the Company;


 


provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding Securities shall have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose
of making the calculations required by TIA Section 313, 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; provided
that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor.


 


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


 




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


 


“Physical Securities”
has the meaning specified in Section 208(a).


 


“Place of Payment” means,
when used with respect to the Securities, the place or places where the principal of, and premium and interest, if any, on, such
Securities are payable as specified and as contemplated by Section 902.


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 209 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.


 


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


 


“Redemption Price”, when
used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.


 


“Registered Security”
means any Security which is registered in the Security Register.


 


“Regular Record Date”
means, for purposes of the interest payable on any Interest Payment Date on the Registered Securities, the date specified for that
purpose.


 


“Responsible Officer”,
when used with respect to the Trustee, means any officer of the Trustee assigned by the Trustee to administer its corporate trust
matters and who shall have direct responsibility for the administration of this Indenture.


 


“Securities” means the
Initial Securities and the Additional Securities and, more particularly, means any Securities authenticated and delivered under
this Indenture.


 


“Security Register” has
the meaning specified in Section 207.


 


“Security Registrar”
has the meaning specified in Section 206.


 


“Special Record Date”
for the payment of any Defaulted Interest on the Registered Securities means a date fixed by the Trustee pursuant to Section 210.


 


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


 


“Trust Indenture Act”
or “TIA” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture
was executed, except as provided in Section 805.


 


“Trustee” means the Person
named as the “Trustee” in the first paragraph of this Indenture 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.


 




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


 


Section 102.        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 Officer’s
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 pursuant to Section 904) shall include:


 


(1)         a
statement that each individual signing such certificate or opinion has read such condition or covenant 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;


 


(3)         a
statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to
enable such individual to express an opinion as to whether or not such condition or covenant 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 103.        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 as 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 an Opinion of Counsel, or a certificate or representations
by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the opinion, certificate or representation
with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel or certificate
or representations 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 as 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 representation
as to such matters is 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.


 




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Section 104.        Acts
of Holders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by agents duly appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments
or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee
and the Company and any agent of the Trustee or the Company if made in the manner provided in this Section.


 


(b)          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 or her 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 that the Trustee deems reasonably sufficient.


 


(c)          The
ownership of Registered Securities shall be proved by the Security Register.


 


(d)          If
the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation
of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such
record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities
shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than
eleven months after the record date.


 


(e)          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, any Security Registrar,
any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether or not notation of such action is made upon
such Security.


 




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Section 105.        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, filed or mailed,
first-class postage prepaid in writing to or with the Trustee at its Corporate Trust Office, Attention: General Counsel; 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, to the Company addressed to it at the address of its principal office specified
in the first paragraph of this Indenture, to the attention of its Chief Financial Officer or at any other address previously furnished
in writing to the Trustee by the Company.


 


Section 106.        Notice
to Holders; Waiver.


 


Where this Indenture provides for notice
of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such
event, at his 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 where notice to Holders of Registered Securities 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 of Registered Securities given as provided herein. Any notice mailed to a Holder in
the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.


 


If by reason of the suspension of or irregularities
in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification
to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification
to such Holders for every purpose hereunder.


 


Any request, demand, authorization, direction,
notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.


 


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


 


Section 107.        Conflict
with TIA.


 


If any provision of this Indenture limits,
qualifies or conflicts with a provision of the TIA that is required under the TIA to be a part of and govern this Indenture, the
provision of the TIA shall control.  If any provision of this Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the provision of the TIA shall be deemed to apply to this Indenture as so modified or only to the
extent not so excluded, as the case may be.


 




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Section 108.        Effect
of Headings and Table of Contents.


 


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


 


Section 109.        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 110.        Separability
Clause.


 


In case any provision in this Indenture
or in any Security 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 111.        Benefits
of Indenture.


 


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


 


Section 112.        Governing
Law.


 


This Indenture and the Securities shall
be governed by, and construed in accordance with, the law of the State of New York. This Indenture is subject to the provisions
of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such
provisions.


 


Section 113.        Legal
Holidays.


 


In any case where any Interest Payment Date,
Redemption Date, Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or any Security other than a provision in the Securities which specifically states that such
provision shall apply in lieu of this Section), payment of principal (or premium, if any) or interest, if any, need not be made
at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date, Redemption Date, or at the Stated Maturity or Maturity; provided
that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date,
Stated Maturity or Maturity, as the case may be.


 


Section 114.        Submission
to Jurisdiction.


 


The Company hereby irrevocably submits to
the non-exclusive jurisdiction of any New York state or federal court sitting in The City of New York in any action or proceeding
arising out of or relating to the Indenture and the Securities, and the Company hereby irrevocably agrees that all claims in respect
of such action or proceeding may be heard and determined in such state or federal court in New York. The Company hereby irrevocably
waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action
or proceeding.


 




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ARTICLE
Two


 


THE
SECURITIES


 


Section 201.        Forms
of Securities and Dating.


 


The Initial Securities and the Additional
Securities, if any, may be issued initially in the form of one or more permanent global securities in registered form (each, a
“Global Security”), substantially in the form set forth in Exhibit A hereto, deposited with the Trustee,
as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global
Security shall represent such of the Outstanding Securities as shall be specified therein and shall provide that it shall represent
the aggregate principal amount of Outstanding Securities from time to time endorsed thereon and that the aggregate principal amount
of Outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the principal amount
of Outstanding Securities represented thereby shall be made by the Trustee or the Security Registrar, in accordance with, in such
manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee.


 


The Securities may have notations, legends
or endorsements required by law, stock exchange rule or Depositary rule or usage. The Company shall approve the form of the Securities
and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication.


 


The terms and provisions contained in the
form of the Security annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture
and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree
to such terms and provisions and to be bound thereby.


 


The provisions of the “Operating Procedures
of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and
Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of
beneficial interests in a Global Security that are held by participants through Euroclear or Clearstream.


 


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


 


Section 202.        Execution
and Authentication; Aggregate Principal Amount.


 


An Officer (who shall have been duly authorized
by all requisite corporate actions) shall sign the Securities for the Company by manual or facsimile signature.


 


If an Officer whose signature is on a Security
was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates
the Security, the Security shall nevertheless be valid.


 


A Security shall not be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory of the Trustee or an Authenticating
Agent manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence, and the only
evidence, that the Security has been authenticated under this Indenture and is entitled to the benefits of this Indenture. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 212 together with a written
statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security
has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 




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The Trustee shall authenticate (i) Initial
Securities for original issue in the aggregate principal amount not to exceed $30,000,000 and (ii) Additional Securities for
original issue in the aggregate principal amount not to exceed $4,500,000, in each case upon receipt of a Company Order for the
authentication and delivery of such Securities.


 


In authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,


 


(i)          an
Opinion of Counsel stating


 


(a)          that
the form or forms of such Securities have been established in conformity with the provisions of this Indenture;


 


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


 


(c)          that
such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication
in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the
Company in the manner and subject to any conditions specified in such Opinion of Counsel, shall constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization
and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general
equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders
of such Securities; and


 


(ii)         an
Officer’s Certificate stating, to the best of the knowledge of the signer of such certificate, that no Event of Default with
respect to any of the Securities shall have occurred and be continuing.


 


In addition, each Officer’s Certificate
shall specify the amount of Securities to be authenticated, the date on which the Securities are to be authenticated and whether
the Securities are to be Initial Securities or Additional Securities.


 


All Securities issued under this Indenture
shall vote and consent together on all matters as one class, and no Securities shall have the right to vote or consent as a separate
class on any matter.


 


The Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties,
obligations or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.


 




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Section 203.        Denomination.


 


The Securities shall be issuable in fully
registered form only, without coupons, in denominations of $25 in principal amount and any integral multiple thereof.


 


Section 204.        No
Repayment.


 


Holders of the Securities shall not have
the option to have the Securities repaid prior to the Stated Maturity.


 


Section 205.        Temporary
Securities.


 


Pending the preparation of definitive Securities,
the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form, and with such appropriate insertions, omissions, substitutions
and other variations as the Officer executing such Securities may determine, as conclusively evidenced by his or her execution
of such Securities. The Company Order shall specify the aggregate principal amount of temporary Securities to be authenticated
and the date on which the temporary Securities are to be authenticated.


 


Without unreasonable delay, the Company
shall prepare, and the Trustee shall authenticate upon receipt of a Company Order pursuant to Section 202, definitive Securities
in exchange for temporary Securities. Until so exchanged, the temporary Securities shall be entitled to the same benefits under
this Indenture as definitive Securities.


 


Section 206.        Security
Registrar, Paying Agent and Depositary.


 


The Company hereby initially appoints the
Trustee as Security Registrar (the “Security Registrar”), Paying Agent and agent for service of demands and
notices in connection with the Securities. The Paying Agent or Security Registrar may resign upon sixty (60) days’ written
notice to the Company.


 


The Company shall require each Paying Agent
other than the Trustee to agree in writing that such Paying Agent shall hold separate and apart from, and not commingle with any
other properties, for the benefit of the Holders or the Trustee, all assets held by the Paying Agent for the payment of principal
of, or interest on, the Securities (whether such assets have been distributed to it by the Company or any other obligor on the
Securities), and the Paying Agent shall promptly notify the Trustee in writing of any Default by the Company (or any other obligor
on the Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held
by it to the Trustee and account for any assets disbursed, and the Trustee may at any time during the continuance of any payment
Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and
to account for any assets so distributed. Upon receipt by the Trustee of all assets that shall have been delivered by the Company
to the Paying Agent, the Paying Agent shall have no further liability for such assets.


 


The Company appoints The Depositary Trust
Company as Depositary.


 




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Section 207.        Registration,
Registration of Transfer and Exchange.


 


The Company shall cause to be kept at the
Corporate Trust Office of the Trustee or the office of the Security Registrar (the registers maintained in such office being herein
sometimes referred to collectively as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities.
The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable
time. The Security Registrar shall register Registered Securities and transfers of Registered Securities on such Security Register
as herein provided and facilitate exchanges of temporary Securities for permanent Securities or definitive Securities, or both,
as herein provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the
Security Register at all reasonable times.


 


Upon surrender for registration of transfer
of any Registered Security at the office of the Security Registrar, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities, of any authorized
denominations and of a like aggregate principal amount, bearing a number not contemporaneously outstanding and containing identical
terms and provisions.


 


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


 


Every Registered Security presented or surrendered
for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar or any transfer agent)
be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar,
duly executed by the Holder thereof or his attorney or any transfer agent duly authorized in writing.


 


No service charge shall be made for any
registration of transfer or exchange of Securities; provided that the Company or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 205, 806, 905 or 1006 not involving any transfer.


 


The Company shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption during a period
beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 1002 and ending at
the close of business on the day of the mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange
any Registered Security so selected for redemption in whole or in part, except, in the case of any Registered Security to be redeemed
in part, the portion thereof not to be redeemed.


 


The Trustee shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of,
this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


The Security Registrar shall retain copies
of all letters, notices and other written communications received pursuant to this Section. The Company shall have the right to
inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of
reasonable written notice to the Security Registrar.


 




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Section 208.        Book-Entry
Provisions for Global Securities.


 


The Global Securities initially shall (i) be
registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian
for such Depositary and (iii) bear the global legend included on the Form of Global Security set forth in Exhibit A hereto.


 


Members of, or participants in, the Depositary
(“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary, or the Trustee as its custodian, or under any Global Security, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairing,
as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a
Holder of any Security.


 


(a)          Transfers
of the Global Securities shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in the Global Securities may be transferred or exchanged in accordance with the Applicable
Procedures of the Depositary. In addition, Securities in the form of certificated Securities in registered form in substantially
the form set forth in Exhibit A hereto without the global legend (the “Physical Securities”) shall
be transferred to all beneficial owners in exchange for their beneficial interests in the Global Securities if (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary for the Global Securities and a successor Depositary
is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default has occurred and is
continuing and the Security Registrar has received a request from the Depositary to issue Physical Securities.


 


(b)          Any
beneficial interest in one of the Global Securities that is transferred to a Person who takes delivery in the form of an interest
in another Global Security shall, upon transfer, cease to be an interest in such first Global Security and become a beneficial
interest in such other Global Security and, accordingly, shall thereafter be subject to all transfer restrictions, if any, and
other procedures applicable to a beneficial interest in such other Global Securities for as long as it remains such an interest.


 


(c)          In
connection with any transfer or exchange of a portion of the beneficial interest in the Global Security to beneficial owners pursuant
to paragraph (b), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books
and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of
the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Securities of like tenor and aggregate principal amount.


 


(d)          In
connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b), the Global Securities
shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Securities,
an equal aggregate principal amount of Physical Securities of authorized denominations.


 


The Holder of a Global Security may grant
proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members,
to take any action which a Holder is entitled to take under this Indenture or the Securities.


 




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Section 209.        Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is surrendered
to the Trustee or the Company, together with, in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them or any agent of either of them harmless, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same principal amount, containing identical terms and provisions and bearing
a number not contemporaneously outstanding.


 


If there shall be delivered to the Company
and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) such security
or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall, subject
to the following paragraph, execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same principal amount, containing identical terms and provisions and bearing a number
not contemporaneously outstanding.


 


Notwithstanding the provisions of the previous
two paragraphs, in case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security, pay such Security.


 


Upon the issuance of any new Security under
this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.


 


The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.


 


Section 210.        Payment
of Interest; Interest Rights Preserved.


 


Interest, if any, on any Registered Security
that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest at the office or agency of the Company maintained for such purpose pursuant to Section 902; provided, however,
that each installment of interest, if any, on any Registered Security may at the Company’s option be paid by (i) mailing
a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 211, to the
address of such Person as it appears on the Security Register or (ii) transfer to an account maintained by the payee located in
the United States.


 


Any interest on any Registered Security
that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:


 




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(1)         The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities (or their respective
Predecessor Securities) are registered at the close of business on a special record date (“Special Record Date”)
for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee
in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security and the date of the proposed payment
(which shall not be less than 20 days after such notice is received by the Trustee), and at the same time the Company shall deposit
with the Trustee an amount of money in the Currency in which the Securities are payable equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or
prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as provided in this clause. Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Registered Securities at his address as it appears in the Security Register not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).


 


(2)         The
Company may make payment of any Defaulted Interest on the Registered Securities in any other lawful manner not inconsistent with
the requirements of any securities exchange on which such Securities may be listed and, upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner
of payment shall be deemed practicable by the Trustee.


 


Section 211.        Persons
Deemed Owners.


 


Prior to due presentment of a Registered
Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment
of principal of (and premium, if any) and (subject to Sections 207 and 210) interest, if any, on such Registered Security and for
all other purposes whatsoever, whether or not such Registered 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.


 


None of the Company, the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to, or payments
made on account of, beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


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


 




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Section 212.        Cancellation.


 


All Securities surrendered for payment,
redemption or registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to
the Trustee, and any such Securities surrendered directly to the Trustee for any such purpose shall be promptly cancelled by the
Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the
Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. Cancelled
Securities held by the Trustee shall be destroyed by the Trustee in accordance with its customary procedures, unless by a Company
Order the Company directs the Trustee to deliver a certificate of such destruction to the Company or to return such cancelled Securities
to the Company.


 


Section 213.        Computation
of Interest.


 


Interest on the Securities shall be computed
on the basis of a 360-day year consisting of twelve 30-day months.


 


Section 214.        Currency
and Manner of Payments in Respect of Securities.


 


Interest on any Registered Security shall
be made in the Currency in which such Registered Security is payable.


 


Section 215.        CUSIP
Number.


 


A “CUSIP” number shall
be printed on the Securities, and the Trustee shall use the CUSIP number in notices of redemption, purchase or exchange as a convenience
to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of
the CUSIP number printed in the notice or on the Securities and that reliance may be placed only on the other identification numbers
printed on the Securities. The Company shall promptly notify the Trustee of any change in the CUSIP number.


 


ARTICLE
Three


 


SATISFACTION
AND DISCHARGE


 


Section 301.        Satisfaction
and Discharge of Indenture.


 


Except as set forth below, this Indenture
shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange
of Securities expressly provided for herein or pursuant hereto), and the Trustee, upon receipt of a Company Order, and at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when


 




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(1)         either


 


(A)         all
Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 209 and (i) Securities for whose payment money has theretofore been deposited
in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 903) have been delivered to the Trustee for cancellation; or


 


(B)         all
Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and
payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company,


 


and the Company, in the case of clause (B)(i),
(ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose,
solely for the benefit of the Holders, an amount in the Currency in which the Securities are payable, sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium,
if any) and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;


 


(2)         the
Company has irrevocably paid or caused to be irrevocably paid all other sums payable hereunder by the Company; and


 


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


 


Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee and any predecessor Trustee under Section 506, the obligations of the Company to
any Authenticating Agent under Section 512 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 302 and the last paragraph of Section 903 shall survive
any termination of this Indenture.


 


Section 302.        Application
of Trust Funds.


 


Subject to the provisions of the last paragraph
of Section 903, all money deposited with the Trustee pursuant to Section 301 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest, if any, for whose payment such money has been deposited with or received by the Trustee, but such
money need not be segregated from other funds except to the extent required by law.


 




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ARTICLE
Four


 


REMEDIES


 


Section 401.        Events
of Default.


 


“Event of Default”, wherever
used herein with respect to the Securities, means any one of the following events (whatever the reason for such Event of Default
and whether or not 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 interest upon any Security when such interest becomes due and payable, and continuance of such default for
a period of 30 days; or


 


(2)         default
in the payment of the principal of (or premium, if any) any Security when it becomes due and payable at its Maturity; or


 


(3)         default
in the performance, or breach, of any covenant or agreement of the Company in this Indenture with respect to any Security (other
than a covenant or agreement 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 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% 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;


 


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


 


(A)         commences
a voluntary case or proceeding under any Bankruptcy Law,


 


(B)         consents
to the commencement of any bankruptcy or insolvency case or proceeding against it, or files a petition or answer or consent seeking
reorganization or relief against it,


 


(C)         consents
to the entry of a decree or order for relief against it in an involuntary case or proceeding,


 


(D)         consents
to the filing of such petition or to the appointment of, or taking possession by, a Custodian of the Company or for all or substantially
all of the Company’s property, or


 


(E)         makes
an assignment for the benefit of creditors, or admits in writing of its inability to pay its debts generally as they become due
or takes any corporate action in furtherance of any such action; or


 


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


 


(A)         is
for relief against the Company in an involuntary case or proceeding, or


 




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(B)         adjudges
the Company bankrupt or insolvent, or approves as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company, or


 


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


 


(D)         orders
the winding up or liquidation of the Company,


 


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 123 consecutive days.


 


The term “Bankruptcy Law” means
title 11, U.S. Code or any applicable federal or state bankruptcy, insolvency, reorganization or other similar law. The term “Custodian”
means any custodian, receiver, trustee, assignee, liquidator, sequestrator or other similar official under any Bankruptcy Law.


 


Section 402.        Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to the
Securities at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less
than 66.66% in principal amount of the Outstanding Securities may declare the principal of all the Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration
such principal or specified portion thereof shall become immediately due and payable.


 


At any time after such a declaration of
acceleration with respect to Securities has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of the Outstanding Securities,
by written notice to the Company and 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 in the Currency in which the Securities are payable:


 


(A)         all
overdue installments of interest, if any, on all Outstanding Securities;


 


(B)         the
principal of (and premium, if any) all Outstanding Securities which have become due otherwise than by such declaration of acceleration
and interest thereon at the rate or rates borne by or provided for in such Securities;


 


(C)         to
the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates borne by
or provided for in such Securities; and


 


(D)         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 Securities, other than the nonpayment of the principal of (or premium, if any) or interest on
Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 413.


 


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


 




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Section 403.        Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that if:


 


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


 


(2)         default
is made in the payment of the principal of (or premium, if any) any Security at its Maturity,


 


then the Company shall, upon demand of the Trustee, pay to the
Trustee, for the benefit of the Holders of Securities, the whole amount then due and payable on such Securities and interest, if
any, with interest upon any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest, if any, at the rate or rates borne by or provided for 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, and may prosecute such proceeding to judgment or final decree, and may enforce
the same against the Company or any other obligor upon 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 occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities 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 404.        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 any overdue principal,
premium or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


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


 


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


 




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and any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities 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 to 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 or any predecessor Trustee under Section
506.


 


Subject to Article Seven and Section 802,
nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder of a Security 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 of a Security in any such proceeding.


 


Section 405.        Trustee
May Enforce Claims Without Possession of Securities.


 


All rights of action and claims under this
Indenture or any of 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 and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been recovered.


 


Section 406.        Application
of Money Collected.


 


Any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution
of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the Securities, or both, as
the case may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts
due the Trustee and any predecessor Trustee under Section 506;


 


SECOND: To the payment of the
amounts then due and unpaid upon the Securities for principal (and premium, if any) and interest, if any, 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 aggregate
amounts due and payable on such Securities for principal (and premium, if any) and interest, if any, respectively; and


 


THIRD: To the payment of the remainder,
if any, to the Company or any other Person or Persons entitled thereto.


 


Section 407.        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;


 




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(2)         the
Holders of not less than 25% 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;


 


(3)         such
Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;


 


(4)         the
Trustee for 60 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 60-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 408.        Unconditional
Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right which is absolute and unconditional to receive payment of the principal
of (and premium, if any) and (subject to Sections 207 and 210) interest, if any, on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 409.        Restoration
of Rights and Remedies.


 


If the Trustee or any Holder of a Security
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 the Company,
the Trustee and the Holders of Securities shall, subject to any determination in such proceeding, 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 410.        Rights
and Remedies Cumulative.


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 209, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of
any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 




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Section 411.        Delay
or Omission Not Waiver.


 


No delay or omission of the Trustee or of
any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or 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 of Securities, as the case may be.


 


Section 412.        Control
by Holders of Securities.


 


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


 


(1)         such
direction shall not be in conflict with any rule of law or with this Indenture,


 


(2)         the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and


 


(3)         the
Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders of Securities
not consenting.


 


Section 413.        Waiver
of Past Defaults.


 


Subject to Section 402, 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 with respect to Securities and its consequences, except a default


 


(1)         in
the payment of the principal of (or premium, if any) or interest, if any, on any Security, or


 


(2)         in
respect of a covenant or provision hereof which under Article Eight cannot be modified or amended without the consent of the Holder
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;
provided that no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent
thereon.


 


Section 414.        Waiver
of Stay or Extension Laws.


 


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


 




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Section 415.        Undertaking
for Costs


 


In any suit for the enforcement of any right
or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court
in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable fees and expenses of counsel, against any party litigant
in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 415
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 408 hereof or a suit by Holders of more than
10% in principal amount of the then Outstanding Securities.


 


ARTICLE
Five


 


THE
TRUSTEE


 


Section 501.        Notice
of Defaults.


 


Within 90 days after the occurrence of any
Default hereunder with respect to the Securities, the Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such Default hereunder known to the Trustee, unless such Default shall have been cured or waived; provided,
however, that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest, if any,
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 and/or Responsible Officers of the Trustee in good faith determines that the withholding
of such notice is in the interest of the Holders of the Securities; and provided, further, that in the case of any
Default or breach of the character specified in Section 401(3) with respect to the Securities, no such notice to Holders shall
be given until at least 60 days after the occurrence thereof.


 


Section 502.        Certain
Rights of Trustee.


 


Subject to the provisions of TIA Section
315(a) through 315(d):


 


(1)         The
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or parties.


 


(2)         Any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 202 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors 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 a Board Resolution, an Opinion of Counsel or an Officer’s Certificate.


 


(4)         The
Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and 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 of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request
or direction.


 


(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, coupon or other paper or document;
provided that 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 upon
reasonable notice and at reasonable times during normal business hours 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 deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this Indenture.


 


(9)         The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder.


 


(10)        The
permissive rights of the Trustee enumerated herein shall not be construed as duties.


 


The Trustee shall not be required 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.


 


The parties hereto acknowledge that in order
to help the United States government fight the funding of terrorism and money laundering activities, pursuant to federal regulations
that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act of 2001, as amended (the “USA PATRIOT
Act”) all financial institutions are required to obtain, verify, record and update information that identifies each person
establishing a relationship or opening an account.  The Company agrees that it will provide to the Trustee such information
as the Trustee may request, from time to time, in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


Section 503.        Not
Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the
Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the Company, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities, except that the Trustee represents that it is duly authorized
to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements
made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications
set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company
of Securities or the proceeds thereof.


 




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Section 504.        May
Hold Securities.


 


The Trustee, any Paying Agent, Security
Registrar, Authenticating Agent or any other agent of the Company, in its individual or any other capacity, may become the owner
or pledgee of Securities and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such other agent.


 


Section 505.        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 506.        Compensation
and Reimbursement and Indemnification of Trustee.


 


The Company agrees:


 


(1)         To
pay to the Trustee or any predecessor Trustee from time to time such reasonable compensation for all services rendered by it hereunder
as has been agreed upon from time to time in writing (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 each of the Trustee and any predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any predecessor 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 negligence or bad faith.


 


(3)         To
indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of the trust
or trusts 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.


 


As security for the performance of the obligations
of the Company under this Section, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on
particular Securities.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 401 occurs, the expenses and compensation for such services are intended
to constitute expenses of administration under Title 11, U.S. Code, or any similar federal, state or analogous foreign law for
the relief of debtors.


 


The provisions of this Section shall survive
the resignation or removal of the Trustee and the satisfaction, termination or discharge of this Indenture.


 




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Section 507.        Corporate
Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder
which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least
$50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of federal,
state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. 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.


 


Section 508.        Disqualification;
Conflicting Interests.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, then the Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.


 


Section 509.        Resignation
and Removal; Appointment of Successor.


 


(a)          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 510.


 


(b)          The
Trustee may resign at any time with respect to the Securities by giving written notice thereof to the Company.


 


(c)          The
Trustee may be removed at any time with respect to the Securities by (i) the Company, by an Officer’s Certificate delivered
to the Trustee; provided that contemporaneously therewith (x) the Company immediately appoints a successor Trustee with
respect to the Securities meeting the requirements of Section 507 hereof and (y) the terms of Section 510 hereof are complied with
in respect of such appointment (the Trustee being removed hereby agreeing to execute the instrument contemplated by Section 510(b)
hereof, if applicable, under such circumstances); and provided, further, that no Default with respect to such Securities
shall have occurred and then be continuing at such time, or (ii) Act of the Holders of a majority in principal amount of the Outstanding
Securities delivered to the Trustee and to the Company.


 


(d)          If
at any time:


 


(1)         the
Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least six months, or


 


(2)         the
Trustee shall cease to be eligible under Section 507 and shall fail to resign after written request therefor by the Company or
by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or


 


(3)         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,


 




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then, in any such case, (i) the Company by or pursuant to a
Board Resolution may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA
Section 315(e), any Holder of a Security who has been a bona fide Holder of a Security for at least six 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.


 


(e)          If
an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving
of a notice of resignation or the delivery of an Act of removal, the Trustee resigning or being removed may petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 


(f)          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 with respect to the Securities, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee
with respect to the Securities (it being understood that any such successor Trustee may be appointed with respect to the Securities
and that at any time there shall be only one Trustee with respect to the Securities). If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities 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, become the successor Trustee
with respect to the Securities and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee
with respect to the Securities shall have been so appointed by the Company or the Holders of Securities and accepted appointment
in the manner hereinafter provided, any Holder of a Security who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities.


 


(g)          The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities and each appointment
of a successor Trustee with respect to the Securities in the manner provided for notices to the Holders of Securities in Section
106. Each notice shall include the name of the successor Trustee with respect to the Securities and the address of its Corporate
Trust Office.


 


Section 510.        Acceptance
of Appointment by Successor.


 


(a)          In
case of the appointment hereunder of a successor Trustee with respect to the Securities, every such successor Trustee 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. However, on 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, subject nevertheless to its
claim, if any, provided for in Section 506.


 


(b)          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 (a) of this Section.


 


(c)          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.


 




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Section 511.        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 of the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder; provided that 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. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case any Securities
shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities,
in either its own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee; provided, however, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.


 


Section 512.        Appointment
of Authenticating Agent.


 


At any time when any of the Securities remain
Outstanding, the Trustee may appoint an Authenticating Agent or Agents (which may be an Affiliate or Affiliates of the Company)
with respect to the Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon
original issue or upon exchange, registration of transfer or partial redemption thereof, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee,
a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and
shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of
the United States of America or of any State or the District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state
authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.


 


Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided that such corporation
shall be otherwise eligible under this Section, without the execution or filing of any paper or further act on the part of the
Trustee or the Authenticating Agent.


 




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An Authenticating Agent for the Securities
may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee for the Securities
may at any time terminate the agency of an Authenticating Agent by giving written notice of termination to such Authenticating
Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall promptly give written notice of such appointment to all Holders of Securities
with respect to which such Authenticating Agent will serve in the manner set forth in Section 106. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.


 


The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this
Section.


 


If an appointment is made pursuant to this
Section, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication,
an alternate certificate of authentication substantially in the following form:


 


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


 


	 	American Stock Transfer & Trust Company, LLC, as Trustee
	 	 	 
	 	By:	 
	 	 	Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


If all of the Securities may not be originally
issued at one time and the Trustee does not have an office capable of authenticating Securities upon original issuance located
in a Place of Payment where the Company wishes to have Securities authenticated upon original issuance, then the Trustee, if so
requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel), shall appoint in accordance with this Section an Authenticating Agent (which, if so requested by the Company, shall be
an Affiliate of the Company) having an office in a Place of Payment designated by the Company with respect to such Securities;
provided that the terms and conditions of such appointment are acceptable to the Trustee.


 


ARTICLE
Six


 


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 601.        Disclosure
of Names and Addresses of Holders.


 


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 Authenticating Agent
nor any Paying Agent nor any Security Registrar nor any agent of any of them shall be held accountable by reason of the disclosure
of any information as to the names and addresses of the Holders of Securities in accordance with TIA Section 312, 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 TIA Section 312(b).


 




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Section 602.        Preservation
of Information; Communications to Holders.


 


(a)          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 601 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 601 upon receipt
of a new list so furnished.


 


(b)          The
rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities,
and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act.


 


(c)          Each
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 any disclosure of information as to names and addresses
of Holders made pursuant to the Trust Indenture Act.


 


Section 603.        Reports
by Trustee.


 


Within 60 days after May 15 of each year,
commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall transmit
by mail to all Holders of Securities as provided in TIA Section 313(c) a brief report dated as of such May 15 which meets the requirements
of TIA Section 313(a).


 


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 the Securities are then
listed, with the Commission and with the Company. The Company shall promptly notify the Trustee of the listing of the Securities
on any stock exchange.


 


Section 604.        Reports
by Company.


 


The Company shall:


 


(1)         file
with the Trustee, within 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 Exchange Act; or, if the Company is not required to file information, documents or reports pursuant
to either of such 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 Exchange Act 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; and


 


The Trustee shall transmit by mail to the
Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in TIA
Section 313(c), 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.


 


ARTICLE
Seven


 


CONSOLIDATION,
MERGER, CONVEYANCE OR TRANSFER


 


Section 701.        Company
May Consolidate, Etc., Only on Certain Terms.


 


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


 


(1)         either
the Company shall be the continuing corporation, or the corporation (if other than the Company) 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 expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee,
in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any,
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 Default or Event of Default shall have occurred and be continuing; and


 


(3)         the
Company and the successor Person shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each
stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that
all conditions precedent herein provided for relating to such transaction have been complied with.


 


Section 702.        Successor
Person 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 701,
the successor corporation formed by such consolidation or into which the Company is merged or the successor Person 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 had been named as the Company herein; and in the event of any such
conveyance or transfer, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities
and may be dissolved and liquidated.


 




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ARTICLE
Eight


 


SUPPLEMENTAL
INDENTURES


 


Section 801.        Supplemental
Indentures Without Consent of Holders.


 


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


 


(1)         to
evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company
contained herein and in the Securities; or


 


(2)         to
add to the covenants of the Company for the benefit of the Holders of Securities or to surrender any right or power herein conferred
upon the Company; or


 


(3)         to
add any additional Events of Default for the benefit of the Holders of Securities; provided, however, that, in respect
of any such additional Events of Default, such supplemental indenture may provide for a particular period of grace after default
(which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement
upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of
a majority in aggregate principal amount of the Securities; or


 


(4)         to
change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective
only when there is no Security Outstanding created prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision; or


 


(5)         to
secure the Securities pursuant to the requirements of Section 701 or otherwise; or


 


(6)         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; or


 


(7)         to
cure any ambiguity, to correct or supplement any provision herein which may be 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 materially adversely affect the interests of the Holders of Securities in any material respect; or


 


(8)         to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of Securities pursuant to Sections 301, 1102 and 1103; provided that any such action shall not materially
adversely affect the interests of the Holders of Securities in any material respect.


 


Section 802.        Supplemental
Indentures with Consent of Holders.


 


With the consent of the Holders of not less
than a majority in aggregate principal amount of all Outstanding Securities affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, 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 which affects such Securities or of modifying in any manner the
rights of the Holders of such Securities under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected thereby:


 




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(1)         change
the Stated Maturity of the principal of (or premium, if any) or any installment of principal of or interest on, any Security or
reduce the principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest, thereon,
or any premium payable upon the redemption thereof (except as contemplated by Section 701(1) and permitted by Section 801(1)),
or the amount thereof provable in bankruptcy pursuant to Section 404, or change any Place of Payment where, or the Currency in
which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity 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)         modify
any of the provisions of this Section, Section 413 or Section 905, 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 of
a Security with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the
deletion of this proviso, in accordance with the requirements of Sections 510(b) and 801(8).


 


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


 


The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a
record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that,
unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which
is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder
be cancelled and of no further effect.


 


Section 803.        Execution
of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition to the documents
required by Section 102 of this Indenture, 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 804.        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 805.        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.


 


Section 806.        Reference
in Securities to Supplemental Indentures.


 


Securities authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article may, and shall, if required by the Trustee, bear a notation
in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities.


 


Section 807.        Term
Loan Agreement.


 


The Company shall not, without the consent
of the Holders of at least a majority in aggregate principal amount of all Outstanding Securities, agree to any amendment, modification
or waiver of any of the subordination provisions set forth in the term loan agreement, dated as of November 8, 2012, among the
Company, Citibank, N.A., a national banking association, as administrative agent and as a lender, and each of the other lending
institutions that becomes a lender thereunder, as amended by the first amendment thereto dated July 9, 2013.


 


ARTICLE
Nine


 


COVENANTS


 


Section 901.        Payment
of Principal, Premium, if any, and Interest.


 


The Company covenants and agrees for the
benefit of the Holders of Securities that it shall duly and punctually pay the principal of (and premium, if any) and interest,
if any, on the Securities in accordance with the terms of such Securities and this Indenture. At the option of the Company, all
payments of principal may be paid by check to the registered Holder of the Registered Security or other person entitled thereto
against surrender of such Security.


 


Section 902.        Maintenance
of Office or Agency.


 


The Company shall maintain an office or
agency which shall initially be the office of the Trustee in the Borough of Brooklyn, The City of New York, where (a) Securities
may be presented or surrendered for registration of transfer or for exchange (the Security Registrar), (b) Securities may
be presented or surrendered for payment (the Paying Agent) and (c) notices and demands to or upon the Company in respect of
the or upon and this Indenture may be served. The Security Registrar shall keep the Security Register of the Securities and of
their transfer and exchange. The Company, upon prior written notice to the Trustee, may have one or more co-Registrars and one
or more additional Paying Agents reasonably acceptable to the Trustee. The term “Paying Agent” includes any additional
Paying Agent.


 




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The Company shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and
implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee in writing, in advance,
of the name and address of any such Agent.


 


The Company may also from time to time designate
one or more other offices or agencies where the Securities may be presented or surrendered for any or all of such purposes, and
may from time to time rescind such designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth
above for Securities for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.


 


Section 903.        Money
for Securities Payments to Be Held in Trust.


 


If the Company at any time acts as its own
Paying Agent with respect to any Securities, it shall, on or before each due date of the principal of (or premium, if any) or interest,
if any, on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency
in which the Securities are payable sufficient to pay the principal (and premium, if any) and interest, if any, on Securities so
becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify
the Trustee of its action or failure so to act.


 


Whenever the Company has one or more Paying
Agents for the Securities, it shall, on or before each due date of the principal of (or premium, if any) or interest, if any, on
any Securities, deposit with a Paying Agent a sum (in the applicable Currency) sufficient to pay the principal (or premium, if
any) or interest, if any, so becoming due, such sum of money to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its
action or failure so to act.


 


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 of money 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 sums.


 


Except as otherwise provided in the Securities,
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 premium, if any) or interest, if any, on any Security, and remaining unclaimed for two years after such principal, premium
or interest has become due and payable shall be paid to the Company upon Company Request, or (if then held by the Company) shall
be discharged from such trust; 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 money held in trust,
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 an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not
be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the
Company.


 




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Section 904.        Statement
as to Compliance.


 


(a)          The
Company shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the date hereof so long as
any Security is Outstanding hereunder, a brief certificate from the principal executive officer, principal financial officer or
principal accounting officer of the Company as to his or her knowledge of the Company’s compliance with all conditions and
covenants under this Indenture. For purposes of this Section 904, such compliance shall be determined without regard to any period
of grace or requirement of notice under this Indenture.


 


(b)          The
Company shall, so long as any of Securities are Outstanding, deliver to the Trustee, as promptly as practicable upon any officer
listed in (a) above becoming aware of any Default or Event of Default in the performance of any covenant, agreement or condition
contained in this Indenture, an Officer’s Certificate specifying such Default or Event of Default and what action the Company
is taking or proposes to take with respect thereto and the status thereof.


 


Section 905.        Waiver
of Certain Covenants.


 


The Company may omit in any particular instance
to comply with any covenant or condition in connection with the Securities, if before or after the time for such compliance the
Holders of at least a majority in aggregate principal amount of all Outstanding Securities, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such covenant or condition; provided that no such waiver
shall extend to or affect such covenant 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 covenant or condition shall remain
in full force and effect.


 


Section 906.        Section
18(a)(1)(A) of the Investment Company Act.


 


The Company hereby agrees that for the period
of time during which the Securities are Outstanding, the Company will not violate, whether or not it is subject to, Section 18(a)(1)(A)
as modified by Section 61(a)(1) of the Investment Company Act, each as in effect from time to time or any successor provisions
thereto of the Investment Company Act, but giving effect to any exemptive relief granted to the Company by the Commission.


 


Section 907.        Commission
Reports and Reports to Holders.


 


If, at any time, the Company is not subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission, the
Company agrees to furnish to the Holders of Securities and the Trustee for the period of time during which the Securities are Outstanding:
(i) within 90 days after the end of each fiscal year of the Company, audited annual consolidated financial statements of the Company
and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter),
unaudited interim consolidated financial statements of the Company. All such financial statements shall be prepared, in all material
respects, in accordance with GAAP.


 




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ARTICLE
Ten


 


REDEMPTION
OF SECURITIES


 


Section 1001.        Optional
Redemption; Notice to Trustee.


 


The Securities shall be redeemable in whole
or in part, at any time or from time to time, at the option of the Company, on or after July 31, 2016, at a redemption price of
$25 per Security plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued
to, but excluding, the Redemption Date.


 


The election of the Company to redeem any
Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of
less than all of the Securities, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and of the principal
amount of Securities to be redeemed, and, if applicable, of the tenor of the Securities to be redeemed, and shall deliver to the
Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant to Section
902. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate
evidencing compliance with such restriction.


 


Any exercise of the Company’s option
to redeem the Securities shall be done in compliance with the Investment Company Act.


 


Section 1002.        Selection
by Trustee of Securities to Be Redeemed.


 


If less than all the Securities issued on
the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding Securities issued on such date with the same terms not previously
called for redemption, by such method as the Trustee shall deem fair and appropriate in accordance with the Investment Company
Act; provided that such method complies with the rules of any national securities exchange or quotation system on which
the Securities are listed, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities or any integral multiple thereof) of the principal amount of Securities of a denomination larger than the minimum
authorized denomination for Securities; provided, however, that no such partial redemption shall reduce the portion
of the principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities.


 


The Trustee shall promptly notify the Company
and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be redeemed.


 


For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security
redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.


 


Section 1003.        Notice
of Redemption.


 


Notice of redemption shall be given in the
manner provided in Section 106, not less than 30 days nor more than 60 days prior to the Redemption Date to each Holder of Securities
to be redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security designated for redemption
as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the
redemption of any other such Security or portion thereof.


 




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Any notice that is mailed to the Holders
of Registered Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice.


 


All notices of redemption shall state:


 


(1)         the
Redemption Date,


 


(2)         the
Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 1005,


 


(3)         if
less than all Outstanding Securities are to be redeemed, the identification (and, in the case of partial redemption, the principal
amount) of the particular Security or Securities to be redeemed,


 


(4)         in
case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the Holder will receive, without a charge, a new Security or Securities of authorized denominations
for the principal amount thereof remaining unredeemed,


 


(5)         that
on the Redemption Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section
1005 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest
thereon shall cease to accrue on and after said date,


 


(6)         the
Place or Places of Payment where such Securities, are to be surrendered for payment of the Redemption Price and accrued interest,
if any, and


 


(7)         the
CUSIP number of such Security, if any.


 


A notice of redemption published as contemplated
by Section 106 need not identify particular Registered Securities to be redeemed. Notice of redemption of Securities to be redeemed
shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.


 


Section 1004.        Deposit
of Redemption Price.


 


On or prior to 10:00 am, New York City time,
on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent an amount of money in the Currency in
which the Securities are payable sufficient to pay on the Redemption Date the Redemption Price of, and accrued interest on, all
the Securities or portions thereof which are to be redeemed on that date.


 


Section 1005.        Securities
Payable on Redemption Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified in the Currency in which the Securities are payable (together with accrued interest, if any, to the Redemption Date),
and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if
any) such Securities shall, if the same were interest-bearing, cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the
provisions of Section 210.


 




    	41



    	 



    

 


If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption
Date at the rate of interest set forth in such Security.


 


Section 1006.        Securities
Redeemed in Part.


 


Any Registered Security which is to be redeemed
only in part (pursuant to the provisions of this Article) shall be surrendered at a Place of Payment therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or
Securities of like tenor, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Security so surrendered. If a temporary global Security or permanent
global Security is so surrendered, such new Security so issued shall be a new temporary global Security or permanent global Security,
respectively.


 


ARTICLE
Eleven


 


DEFEASANCE
AND COVENANT DEFEASANCE


 


Section 1101.        Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


Provision is hereby made for both (a) defeasance
of the Securities under Section 1102 and (b) covenant defeasance of the Securities under Section 1103 upon compliance with the
conditions set forth below in this Article.


 


Section 1102.        Defeasance
and Discharge.


 


Upon the Company’s exercise of the
above option applicable to this Section with respect to any Securities, the Company shall be deemed to have been discharged from
its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 1104 are
satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed
to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed
to be “Outstanding” only for the purposes of Section 1105 and the other Sections of this Indenture referred to in clauses
(A) and (B) of this Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders
of such Outstanding Securities to receive, solely from the trust fund described in Section 1104 and as more fully set forth in
such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities when such
payments are due, (B) the Company’s obligations with respect to such Securities under Sections 207, 209, 902 and 903, (C)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with this
Article, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section
1103 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event
of Default.


 




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Section 1103.        Covenant
Defeasance.


 


Upon the Company’s exercise of the
above option applicable to this Section with respect to any Securities, the Company shall be released from its obligations under
Sections 906 and 907 with respect to such Outstanding Securities on and after the date the conditions set forth in Section 1104
are satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter be deemed to be not
“Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences
of any thereof) in connection with Sections 906 and 907, but shall continue to be deemed “Outstanding” for all other
purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities, the Company
may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in Sections 906 and
907, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or by reason of reference
in any such Section to any other provision herein or in any other document, and such omission to comply shall not constitute a
Default or an Event of Default under Section 401(4) or 401(7) or otherwise, as the case may be, but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected thereby. Following a covenant defeasance, payment of such
Securities may not be accelerated because of an Event of Default solely by reference to such Sections specified above in this Section
1103.


 


Section 1104.        Conditions
to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to
application of either Section 1102 or Section 1103 to any Outstanding Securities:


 


(a)          The
Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying
the requirements of Section 507 who shall agree to comply with the provisions of this Article applicable to it) as trust funds
in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely
to, the Holders of such Securities (1) an amount (in such Currency in which such Securities are then specified as payable at Stated
Maturity), or (2) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities
are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium,
if any) and interest, if any, on such Securities, money in an amount, or (3) a combination thereof in an amount, sufficient, in
the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge,
the principal of (and premium, if any) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal
or installment of principal or interest on the day on which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities.


 


(b)          Such
defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the Company is a party or by which it is bound.


 


(c)          No
Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or,
insofar as Sections 401(4) and 401(5) are concerned, at any time during the period ending on the 123rd day after the
date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).


 




    	43



    	 



    

 


(d)          In
the case of an election under Section 1102, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date
of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.


 


(e)          In
the case of an election under Section 1103, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as
a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such covenant defeasance had not occurred.


 


(f)          The
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent to either the defeasance under Section 1102 or the covenant defeasance under Section 1103 (as the case may be) have been
complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above
and the related exercise of the Company’s option under Section 1102 or Section 1103 (as the case may be), registration is
not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing
such deposit or by the trustee for such trust funds or (ii) all necessary registrations under said Act have been effected.


 


Section 1105.        Deposited
Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 903, all money and Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section, the “Trustee”) pursuant to Section 1104 in respect of any
Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent
required by law.


 


The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the money or Government Obligations deposited pursuant
to Section 1104 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by
law is for the account of the Holders of such Outstanding Securities.


 


Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government
Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1104 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable,
in accordance with this Article.


 


* * * * *


 




    	44



    	 



    

 


This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same Indenture. The exchange of copies of this Indenture and of signature pages my facsimile, PDF transmission,
email or other electronic means shall constitute effective execution and delivery of the Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile, PDF transmission, email or other electronic means shall be deemed to be their original
signatures for all purposes.


 




    	45



    	 



    

 


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


 


	 	WHITEHORSE FINANCE, INC.
	 	 	 
	 	By:	/s/ Alastair G. C. Merrick
	 	 	Name:  Alastair G. C. Merrick
	 	 	Title:  Chief Financial Officer & Treasurer
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Trustee
	 	 	 
	 	By:	/s/ Karishma P. Kadian
	 	 	Name:  Karishma P. Kadian
	 	 	Title:  Counsel


 




    	46



    	 



    

 


EXHIBIT A


 


FORM OF GLOBAL SECURITY


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER DEFINED AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE
ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL, AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


WhiteHorse Finance, Inc.


 


	No. [      ]	$[      ]
	 	CUSIP No. 96524V 205
	 	ISIN No. US96524V2051


 


6.50% Senior Notes due 2020


 


WhiteHorse Finance, Inc., a corporation
duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term
includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede
& Co., or registered assigns, the principal sum of [    ] (U.S. $ [     ]) on July 31, 2020, and to pay interest thereon from July
23, 2013 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on March
31, June 30, September 30 and December 31 of each year, commencing September 30, 2013 (provided, that if an Interest Payment
Date falls on a day that is not a Business Day in The City of New York, then the applicable interest payment shall be made on the
next succeeding Business Day and no additional interest shall accrue as a result of such delayed payment), at the rate of 6.50%
per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security
is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September
15 and December 15 of each year, commencing September 15, 2013 (provided, that if a Regular Record Date falls on a day that
is not a Business Day in The City of New York, then that Regular Record Date shall be the next succeeding Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities not less than ten (10) days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security
may be issued as part of a series.


 




    	A-1



    	 



    

 


Payment of the principal of (and premium,
if any) and any such interest on this Security shall be made at the Corporate Trust Office of the Trustee in New York, New York
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    	A-2



    	 



    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed by the undersigned officer.


 


	 	WHITEHORSE FINANCE, INC.
	 	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 	 
	Dated:	 	 	 	 	 
	 	 	 	 	 	 


 




    	A-3



    	 



    

 


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


 


	 	 	 	American Stock Transfer & Trust Company, LLC, as Trustee
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Authorized Signatory
	 	 	 	 	 
	Dated:	 	 	 	 


 




    	A-4



    	 



    

 


WhiteHorse Finance, Inc.


 


6.50% Senior Notes due 2020


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued under an Indenture,
dated as of July 23, 2013 (herein called the “Indenture”), between the Company and American Stock Transfer &
Trust Company, LLC, Trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.


 


This Security is one of the series designated
on the face hereof, initially limited in aggregate principal amount to $30,000,000. If the underwriters exercise the overallotment
option granted by the Company in connection with the offering of the Securities, the Company shall, without the consent of the
Holders of Securities, issue additional Securities of this series (the “Additional Securities”) having an aggregate
principal amount of up to $4,500,000, the same ranking and the same interest rate, maturity and other terms as the Securities.
Any Additional Securities and the existing Securities shall constitute a single series under the Indenture and all references to
the relevant Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount
of outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions.


 


The Securities are subject to redemption
in whole or in part at any time or from time to time, at the option of the Company, on or after July 31, 2016, at a redemption
price of $25 per security plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period
accrued to the date fixed for redemption.


 


Notice of redemption shall be given in writing
and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Securities
to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address
appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1003 of the Indenture.


 


Any exercise of the Company’s option
to redeem the Securities shall be done in compliance with the Investment Company Act of 1940, as amended, and the rules, regulations
and interpretations promulgated thereunder, to the extent applicable, and any statute successor thereto (the “Investment
Company Act”).


 


If the Company elects to redeem only a portion
of the Securities, the Trustee shall determine the method for selecting the particular Securities to be redeemed, in accordance
with the Investment Company Act, and the rules and regulations promulgated thereunder, to the extent applicable. In the event of
redemption of this Security in part only, a new Security or Securities of like tenor for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof.


 


Unless the Company defaults in payment of
the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Securities called for redemption.


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth in the Indenture.


 


Holders of Securities do not have the option
to have the Securities repaid prior to July 31, 2020.


 




    	A-5



    	 



    

 


If an Event of Default with respect to Securities
shall occur and be continuing, the principal of the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent of
the Holders of not less than a majority in principal amount of the Securities at the time Outstanding to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding,
on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (1) such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities, (2) the Holders of not less than
25% in principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default as Trustee, (3) such Holder offered the Trustee indemnity satisfactory to the Trustee against
the costs, expenses and liabilities to be incurred in compliance with such request, (4) for sixty (60) days after receipt of such
notice, request and offer of indemnity, the Trustee shall have failed to institute any such proceeding, and (5) the Trustee shall
not have received from the Holders of a majority in principal amount of Securities at the time Outstanding a direction inconsistent
with such request. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.


 


No reference herein to the Indenture and
no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any), and interest on, this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of like tenor, of authorized denominations and for the same aggregate principal amount,
shall be issued to the designated transferee or transferees.


 


The Securities are issuable only in registered
form without coupons in denominations of $25 and any integral multiples of $25 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of
Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall be made for any
such registration of transfer or exchange, but the Company or Trustee may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.


 




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Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


The Indenture and this Security shall be
governed by and construed in accordance with the laws of the State of New York.


 




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