Contract analysis

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 — Definitions The following terms shall have the meanings ascribed to them below for all purposes of this Indenture. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended (the "TIA"), or by reference to the TIA in the Securities Act, have the meanings assigned to them therein. "Additional Interest" means any additional interest payable on the Notes pursuan

Section 1.02 — Other Definitions The following terms are defined in the Sections of this Indenture set forth opposite such terms:

Section 1.03 — Incorporation by Reference of Trust Indenture Act Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: (a) "Commission" means the SEC; (b) "indenture securities" means the Notes; (c) "indenture security holder" means a Holder; (d) "indenture t

Section 1.04 — Rules of Construction Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. generally accepted accounting principles as in effect from time to time; (c) "or" is not exclusive; (d) words in the singular include the plural, and in the plural include the singular; (e) "including"

Section 2.01 — Form, Dating, and Denominations (a) The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends, or endorsements required by law, securities exchange rule, or usage. Each Note shall be dated the date of its authentication. (b) The Notes shall be issued in fully registered form only, without coupons, in minimum d

Section 2.02 — Execution, Authentication, and Delivery (a) The Notes shall be executed on behalf of the Company by manual or facsimile signature of one or more Officers of the Company authorized by the Board of Directors to sign the Notes. The signature of any such Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were, at the time of execution, author

Section 2.03 — Registrar and Paying Agent (a) The Company shall maintain (i) an office or agency where Notes may be presented for payment (the "Paying Agent"), (ii) an office or agency where Notes may be presented for conversion (the "Conversion Agent"), and (iii) an office or agency where Notes may be presented for registration of transfer or for exchange (the "Registrar"). The Registrar shall keep the Register of t

Section 2.04 — Paying Agent to Hold Money in Trust (a) The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent will hold in trust, for the benefit of the Holders of the Notes or the Trustee, all sums held by such Paying Agent for the payment of principal of or interest on the Notes (or the Fundamental Change Repurchase Price or the Optional Redemption Price, as

Section 2.05 — Holder Lists The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing and in such form as the Trustee may reasonably require, (a) semi-annually, no later than each Record Date, and (b) at such other times as the Tru

Section 2.06 — Transfer and Exchange (a) General. When a Note is presented to the Registrar with a request to register the transfer of such Note or to exchange such Note for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth in this Indenture and in the Notes are satisfied

Section 2.07 — Replacement Notes If any mutilated Note is surrendered to the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed, or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the Trustee's and the Company's requirements are met. If required by the Trustee or the Company, an indemnity bond or other security must be posted that is su

Section 2.08 — Outstanding Notes The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest of a Global Note effected in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09, a Note does not cease t

Section 2.09 — Treasury Notes In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver, or consent, Notes owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be considered as though not outstanding, except that, for purposes of determining whether the Trus

Section 2.10 — Temporary Notes Until certificated Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate certificated Notes

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. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, conversion, redemption, or repurchase and shall dis

Section 2.12 — CUSIP and ISIN Numbers The Company in issuing the Notes may use "CUSIP" numbers and "ISIN" numbers (if then in general use), and, if so, the Trustee shall use such numbers in notices to Holders as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of

Section 2.13 — Additional Notes The Company may, from time to time prior to the expiration of the over-allotment option period, without the consent of Holders, issue Additional Notes under this Indenture in an aggregate principal amount not to exceed $37,500,000 in connection with the exercise of the over-allotment option granted to the Initial Purchasers pursuant to the Purchase Agreement. Any Additional Notes so is

Section 3.01 — Interest Rate and Payment Dates (a) The Notes shall bear interest at the rate of 2.75% per annum (the "Interest Rate"). Interest on the Notes shall accrue from June 1, 2023 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and shall be payable semi-annually in arrears on each Interest Payment Date, commencing December 1, 2023, to the Holders of record a

Section 3.02 — Record Dates The regular Record Dates for the payment of interest on the Notes shall be May 15 and November 15 (whether or not a Business Day) immediately preceding the relevant Interest Payment Date. Interest shall be payable to the Person in whose name a Note (or one or more predecessor Notes) is registered at the Close of Business on the applicable Record Date.

Section 3.03 — Interest on Overdue Amounts Any Defaulted Amounts shall bear interest at the Interest Rate of 2.75% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months) from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts are paid. Interest on Defaulted Amounts shall be payable on demand.

Section 3.04 — Payment of Interest at Maturity and Other Dates If the Maturity Date, any Optional Redemption Date, or any Fundamental Change Repurchase Date falls on a day that is not a Business Day, the required payment of principal, the Optional Redemption Price, or the Fundamental Change Repurchase Price, as the case may be (together with any accrued and unpaid interest), shall be made on the next succeeding Busin

ARTICLE 4 SATISFACTION AND DISCHARGE

Section 4.01 — Satisfaction and Discharge This Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder when: (a) either: (i) all Notes that have been authenticated (except lost, stolen, or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, as provided herein) have been delive

Section 4.02 — Application of Trust Money Subject to Section 2.04(c), all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), to the Persons entitled thereto, of the principal of a

Section 5.01 — Rights of Holders if Event of Default Occurs (a) If an Event of Default specified in Section 6.01(a), (b), (c), (d), (e), (f), or (h) occurs and is continuing, the Trustee by notice to the Company, or the Required Holders by notice to the Company and the Trustee, may, and the Trustee at the written request of the Required Holders shall, declare the principal of and accrued and unpaid interest on all th

Section 5.02 — Collection of Indebtedness and Suits for Enforcement by Trustee (a) The Company covenants that if (i) a Default in the payment of any interest on any Note continues for a period of 30 days, (ii) a Default in the payment of the principal of any Note occurs at its Maturity Date, upon Optional Redemption, upon a Fundamental Change Repurchase, upon acceleration, or otherwise, or (iii) any other Event of De

Section 5.03 — Trustee May Enforce Claims Without Possession of Notes All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes 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. Any recovery o

Section 5.04 — Application of Money Collected Any money collected by the Trustee pursuant to this Article 5 shall be applied in the following order, at the date or dates fixed by the Trustee and, in the case of the distribution of such money on account of principal of or interest on the Notes, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if f

Section 5.05 — Rights and Remedies Cumulative Except as otherwise provided in the last sentence of Section 5.10, the rights and remedies of the Trustee and the Holders under this Indenture are cumulative and in addition to any other rights and remedies provided by law, equity, or otherwise. No exercise of any right or remedy shall preclude any other right or remedy hereunder or otherwise available.

Section 5.06 — Delay or Omission Not Waiver No delay or omission of the Trustee or of any Holder in exercising any right or remedy accruing upon an 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 5 or by law to the Trustee or to the Holders may be exercised from time to time, and as ofte

Section 5.07 — Control by Holders The Required Holders 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; provided, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) the Trustee may take any other action deemed proper by the T

Section 5.08 — Limitation on Suits (a) No Holder 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: (i) such Holder has previously given the Trustee written notice of a continuing Event of Default; (ii) Holders of at least 25% in aggregate principal amount of the then outsta

Section 5.09 — Rights of Holders to Receive Payment Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal of and interest on such Holder's Notes on or after the respective due dates expressed therein (or, in the case of Optional Redemption, on or after the Optional Redemption Date, or in the case of a Fundamental Change Repurchase, on or after the Fundament

Section 5.10 — Waiver of Past Defaults The Required Holders may, on behalf of all Holders, waive any existing Default or Event of Default and its consequences under this Indenture except a Default or Event of Default (a) in the payment of the principal of or interest on any Note, including the Fundamental Change Repurchase Price or the Optional Redemption Price, or (b) in respect of a provision that under Section 9.0

ARTICLE 6 EVENTS OF DEFAULT; NOTICE

Section 6.01 — Events of Default An "Event of Default" means any one of the following events: (a) failure to pay any interest on any Note when due and payable, and such failure continues for a period of 30 days; (b) failure to pay any principal of any Note when due and payable, whether at maturity, upon redemption, upon required repurchase, upon acceleration, or otherwise; (c) failure by the Company to comply with th

Section 6.02 — Acceleration (a) If an Event of Default specified in Section 6.01(a), (b), (c), (d), (e), (f), or (h) occurs and is continuing, then and in each such case, the Trustee, by notice to the Company, or the Required