Contract analysis

ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01 — Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the meanings assigned to them in this Section 1.01. All other terms used but not defined herein shall have the meanings assigned to them in the Notes or, if not defined therein, shall have the meanings assigned to such terms under the Securitie

Section 1.02 — Rules of Construction. (a) Unless the context otherwise requires: (i) a term has the meaning assigned to it in this Indenture; (ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States of America ("GAAP") as in effect from time to time; (iii) "or" is not exclusive; (iv) "including" means "including witho

Section 2.01 — Form, Dating, and Denomination. (a) General. The Notes and the Trustee's certificate of authentication to be borne by the Notes shall be substantially in the respective forms set forth in Exhibit A attached hereto, the terms and provisions contained in which are hereby incorporated in and made a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delive

Section 2.02 — Execution, Authentication, and Delivery. (a) Execution. The Notes shall be signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company, by manual signature or by facsimile signature. The Company may use the facsimile signature of any Person who at the time of the execution of such Note was duly authorized to sign on behalf of the Company, notwithstanding

Section 2.03 — Registrar, Paying Agent, and Conversion Agent. (a) The Company initially appoints Broadmere Trust Company, National Association, acting through its Corporate Trust Office at 100 Wall Street, 6th Floor, New York, New York 10005, to serve as (i) Registrar, (ii) Paying Agent, and (iii) Conversion Agent. (b) The Company may change any Registrar, Paying Agent, or Conversion Agent without notice to the Holde

Section 2.04 — Paying Agent to Hold Money in Trust. (a) Not later than 10:00 a.m. New York City time on each Interest Payment Date, Maturity Date, Fundamental Change Repurchase Date, or Optional Redemption Date, the Company shall deposit with the Paying Agent a sum of money sufficient to pay the amounts then becoming due with respect to the Notes, including principal and interest. The Company shall require each Payin

Section 2.05 — Holder Lists. (a) The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders of Notes. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, or shall cause the Registrar to furnish to the Trustee, not later than five Business Days prior to each Interest Payment Date and at such othe

Section 2.06 — Transfer and Exchange. (a) General. When Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal aggregate principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the Registrar's requirements for such transactions are met; provided, however, that

Section 2.07 — Replacement Notes. If any Note becomes mutilated, lost, stolen, or destroyed, the Company shall, upon the written request of the Holder, execute and the Trustee shall authenticate and deliver a replacement Note of like tenor and aggregate principal amount, bearing a number not contemporaneously outstanding. In case of a mutilated Note, the Holder shall surrender such Note to the Trustee. In case of a l

Section 2.08 — Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest of a Global Note effected in accordance with this Indenture, and those described in this Section 2.08 as not outstanding. Notes that have been paid in full, converted in full, or delivered for cancellation s

Section 2.09 — Treasury Notes. The Company may acquire Notes and hold them in its treasury. Notes held by the Company in its treasury shall not be deemed outstanding for any purpose under this Indenture, including for determining whether Holders of the requisite percentage of Notes have consented to an amendment or waiver.

Section 2.10 — Temporary Notes. Pending the preparation of definitive Notes, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Notes that are in any authorized denomination, substantially in the form of the definitive Notes but with such omissions, insertions, and variations as may be appropriate for temporary Notes. Every temporary Note shall be authenticated by th

Section 2.11 — Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange, payment, conversion, or repurchase, and the Trustee shall promptly cancel such Notes in accordance with its standard retention/destruction procedures. The Company may not reissue or

Section 2.12 — CUSIP and ISIN Numbers. The Company has caused CUSIP No. 683742AA5 and ISIN No. US683742AA53 to be printed on the Notes. The Trustee may use CUSIP and ISIN numbers in any notices to the Holders as a convenience to such Holders; provided that neither the Company nor the Trustee shall have any responsibility for any defect in the CUSIP or ISIN numbers as printed on the Notes or as contained in any notice

Section 2.13 — Additional Notes. (a) The Company may from time to time, without notice to or the consent of the Holders, create and issue additional Notes ("Additional Notes") under this Indenture ranking equally and ratably with the Notes in all respects (or in all respects except for the issue date, the issue price, the first Interest Payment Date, and the first date from which interest will accrue), so that such A

Section 3.01 — Interest Rate and Payment Dates. (a) Each Note shall bear interest at the rate of 2.75% per annum from June 1, 2023, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal thereof is paid or made available for payment or such Note has been converted. Interest on the Notes shall be computed on the basis of a 360-day year composed of twelve

Section 3.02 — Record Dates. (a) The regular Record Dates for the payment of interest on the Notes shall be May 15 and November 15 (whether or not such day is a Business Day) immediately preceding the applicable Interest Payment Date. Interest on the Notes payable on any Interest Payment Date shall be payable to the Persons who are Holders at the Close of Business on the applicable Record Date, notwithstanding the ca

Section 3.03 — Interest on Overdue Amounts. If the Company shall default in the payment of the principal of or interest (including Additional Interest, if any) on any Note when the same becomes due and payable, whether at maturity, upon acceleration, redemption, required repurchase, or otherwise, the Company shall pay interest on such overdue principal, and (to the extent lawful) on such overdue installment of intere

Section 3.04 — Additional Interest. (a) If the Company fails to comply with its reporting obligations under Section 4.03 of this Indenture (a "Reporting Default"), then Additional Interest shall accrue on the Notes at a rate per annum equal to 0.25% of the outstanding principal amount of the Notes for each day during the first 180 days during which such Reporting Default is continuing, and at a rate per annum equal t

Section 4.01 — Payment of Notes. (a) The Company shall pay or cause to be paid the principal of and interest (including Additional Interest, if any) on the Notes on the dates and in the manner provided in this Indenture and in the Notes. An installment of principal or interest shall be considered paid on the date it is due if the Trustee or the Paying Agent holds as of 10:00 a.m. New York City time on that date money

Section 4.02 — Maintenance of Office or Agency. (a) The Company shall maintain in the Borough of Manhattan, The City of New York, an office or agency where the Notes may be presented for payment, for conversion, for registration of transfer, or for exchange (the "Company Office"). Such office or agency shall initially be the Corporate Trust Office of the Trustee at 100 Wall Street, 6th Floor, New York, New York 10005

Section 4.03 — Reports and Other Information. (a) So long as any Notes remain outstanding, the Company shall file with the SEC and furnish to the Trustee and, upon request, to any Holder or beneficial owner of Notes (or make available through the SEC's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") or any successor system): (i) within the time period specified in the Exchange Act and the rules an

Section 4.04 — Compliance Certificate. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company (commencing with the fiscal year ending December 31, 2023), an Officers' Certificate stating (i) that the signers have supervised a review of the activities of the Company and its subsidiaries under this Indenture, (ii) that based on such review, the Company has complie

Section 4.05 — Stay, Extension, and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension, or usury law wherever enacted, now or at any time hereafter in force, that would prohibit or forgive the Company from paying all or any portion of the principal of o

Section 4.06 — Additional Interest for Failure to Report. If the Company fails to comply with its obligations under Section 4.03, Additional Interest shall accrue on the Notes in accordance with Section 3.04. The Company acknowledges that the accrual of Additional Interest is without prejudice to the rights of the Holders and the Trustee to pursue any other remedies available under this Indenture or at law or in equi

Section 4.07 — Further Instruments and Acts. Upon the reasonable request of the Trustee or any Holder, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture and the Notes.

Section 4.08 — Limitation on Liens. The Notes are senior unsecured obligations of the Company. The Company has not granted, and this Indenture does not create, any lien, mortgage, pledge, or security interest in any assets of the Company or any of its subsidiaries to secure the Notes. Nothing in this Section 4.08 shall be construed to restrict the Company's ability to grant liens on its assets to secure other indebte

Section 5.01 — Ranking of Notes. (a) The Notes are senior unsecured obligations of the Company. The payment of the principal of and interest (including Additional Interest, if any) on the Notes shall rank as follows: (i) Senior in right of payment to all existing and future indebtedness of the Company that is expressly subordinated in right of payment to the Notes; (ii) Equal in right of payment with all existing and

ARTICLE 6 EVENTS OF DEFAULT AND REMEDIES

Section 6.01 — Events of Default. An "Event of Default" occurs if any of the following events occurs and is continuing: (a) Payment Default — Interest. The Company defaults in the payment of interest (including Additional Interest, if any) on any Note when the same becomes due and payable and such default continues for a period of 30 days; (b) Payment Default — Principal. The Company defaults in the payment of the pr