Form 8-K

8-K — HA Sustainable Infrastructure Capital, Inc.

Accession: 0001104659-26-078275

Filed: 2026-06-26

Period: 2026-06-24

CIK: 0001561894

SIC: 6799 (INVESTORS, NEC)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — tm2616629d10_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2616629d10_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2616629d10_ex4-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2616629d10_8k.htm · Sequence: 1

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0001561894

2026-06-24

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

June 26, 2026 (June 24, 2026)

SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

(Exact Name of Registrant as Specified in its

Charter)

Delaware

001-35877

46-1347456

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer Identification

No.)

One

Park Place,

Suite

200

Annapolis,

Maryland 21401

(Address of principal executive

offices)

(Zip Code)

Registrant’s telephone

number, including area code: (410) 571-9860

(Former Name or Former Address, if Changed

Since Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to

Section 12(b) of the Exchange Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.01 par value per share

HASI

New

York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

Growth Company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

Indenture and 5.950% Green Senior Unsecured

Notes due 2033

On June 24, 2026, HA Sustainable

Infrastructure Capital, Inc., a Delaware corporation (the “Company”), issued $1,000,000,000 aggregate principal amount of

5.950% green senior unsecured notes due 2033 (the “Notes”) under an indenture, dated as of June 24, 2026 (the “Indenture”),

by and among the Company, Hannon Armstrong Sustainable Infrastructure, L.P., a Delaware limited partnership (the “Operating Partnership”),

Hannon Armstrong Capital, LLC, a Maryland limited liability company (“HAC”), HAT Holdings

I LLC, a Maryland limited liability company (“HAT I”), HAT Holdings II LLC, a Maryland limited liability company (“HAT

II”), HAC Holdings I LLC, a Delaware limited liability company (“HAC Holdings I”) and HAC Holdings II LLC, a Delaware

limited liability company (“HAC Holdings II,” and collectively with the Operating Partnership, HAC, HAT I, HAT II and

HAC Holdings I, the “Guarantors”), as guarantors, and U.S. Bank Trust Company, National Association, as trustee. The Notes

were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities

Act”), to qualified institutional buyers within the United States in accordance with Rule 144A under the Securities Act and

to non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. The Notes are subject to restrictions

on transfer and may only be offered or sold in transactions exempt from or not subject to the registration requirements of the Securities

Act and other applicable securities laws. The Company intends to register the Notes with the Securities and Exchange Commission (the “SEC”);

see “Registration Rights” below for more information.

The Company intends to utilize

the net proceeds of the offering to (i) temporarily repay a portion of the outstanding borrowings under the Company’s unsecured

credit facility or (ii) temporarily repay a portion of the outstanding borrowings under the Company’s credit-enhanced commercial

paper program or the Company’s standalone commercial paper program. The Company will use cash equal to the net proceeds from this

offering to acquire, invest in or refinance, in whole or in part, new and/or existing eligible green projects. These

eligible green projects may include projects with disbursements made during the 12 months preceding the issue date and projects with disbursements

to be made within two years following the issue date. Prior to the full investment of an amount equal to such net proceeds, the Company

intends to invest an amount equal to such net proceeds in interest-bearing accounts and short-term, interest-bearing securities.

The

Notes bear interest at a rate of 5.950% per year, payable semi-annually in arrears on January 15 and July 15 of each year, beginning

on January 15, 2027. The Notes will mature on July 15, 2033, unless earlier repurchased or redeemed.

The following is a brief description

of the terms of the Notes and the Indenture.

Change of Control

If a Change of Control Repurchase

Event (as defined in the Indenture) occurs, the Company will be required (unless the Company has exercised its right to redeem all of

the Notes by sending a notice of redemption) to offer to repurchase all of the outstanding Notes at a purchase price equal to 101% of

the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Optional Redemption

Prior to May 15, 2033, the

Company may redeem some or all of the Notes, at the Company’s option, at any time and from time to time at a price equal to 100%

of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable redemption date, together with

accrued but unpaid interest, if any, to, but excluding, the applicable date of redemption.

On or after May 15, 2033,

the Company may redeem some or all of the Notes, at the Company’s option, at any time from time to time at a price equal to 100%

of the principal amount thereof together with accrued and unpaid interest, if any, to, but excluding the applicable date of redemption.

Guarantees

When the Notes are first issued

they will be guaranteed solely by the Guarantors. None of the Company’s other current or future subsidiaries will be required to

guarantee the Notes in the future.

Ranking

The Notes will be:

· senior unsecured obligations of the Company;

· pari passu in right of payment with all of the Company’s existing and future senior unsecured

indebtedness and senior unsecured guarantees;

· effectively subordinated in right of payment to all of the Company’s existing and future secured

indebtedness and secured guarantees to the extent of the value of the assets securing such indebtedness and guarantees;

· senior in right of payment to all of the Company’s existing and future subordinated indebtedness

and subordinated guarantees; and

· effectively subordinated in right of payment to all existing and future indebtedness, guarantees and other

liabilities (including trade payables) and any preferred equity of the Company’s subsidiaries (other than any subsidiaries that

are Guarantors of the Notes).

The guarantee from each Guarantor

will be:

· a senior unsecured obligation of such Guarantor;

· pari passu in right of payment with all existing and future senior unsecured indebtedness and senior

unsecured guarantees of such Guarantor;

· effectively subordinated in right of payment to all existing and future secured indebtedness and secured

guarantees of such Guarantor to the extent of the value of the assets securing such indebtedness and guarantees;

· senior in right of payment to all existing and future subordinated indebtedness and subordinated guarantees

of such guarantor, and

· effectively subordinated in right of payment to all existing and future indebtedness, guarantees and other

liabilities (including trade payables) and any preferred equity of the Guarantors’ subsidiaries (other than any subsidiaries that

are Guarantors of the Notes).

The Guarantors’ guarantees

of the Notes and all other obligations of such Guarantor under the Indenture will automatically terminate and such Guarantor will automatically

be released from all of its obligations under such guarantee and the Indenture under certain circumstances set forth in the Indenture,

including if such Guarantor ceases or substantially contemporaneously ceases to (i) guarantee any Corporate Indebtedness (as defined in

the Indenture) (other than the Notes and Exchange Notes (as defined in the Indenture)) and (ii) have any outstanding Corporate Indebtedness

issued by such Guarantor.

Covenants

The Indenture contains covenants

that, subject to a number of exceptions and adjustments, among other things:

· impose certain requirements in order for the Company to merge or consolidate with or transfer all or substantially

all of our assets to another person; and

· create liens on the voting stock of certain subsidiaries.

Events of Default

The Indenture also provides

for Events of Default which, if any of them occurs, would permit or require the principal of and accrued and unpaid interest on all the

outstanding Notes to become or to be declared due and payable.

The

preceding description is qualified in its entirety by reference to the Indenture, a copy of which is attached as Exhibit 4.1 to this

Current Report on Form 8-K and is incorporated herein by reference.

Registration Rights

In connection with the issuance

and sale of the Notes, on June 24, 2026, the Company and the Guarantors also entered into a registration rights agreement (the “Registration

Rights Agreement”) with the representatives of the initial purchasers of the Notes (the “Initial Purchasers”).

Pursuant to the Registration

Rights Agreement, the Company has agreed, amongst other things, that it will file an exchange offer registration statement on Form S-4

(or, if applicable, on another appropriate form) (the “exchange offer registration statement”) with the SEC relating

to an offer to exchange the Notes for new notes issued by the Company that are registered under the Securities Act and otherwise

have terms substantially identical to those of the Notes, and to use its commercially reasonable efforts to cause such exchange offer

registration statement to be declared effective by the SEC under the Securities Act. The Company has agreed to use its commercially reasonable

efforts to consummate such exchange offer no later than 364 days after the issue date (the “Exchange Deadline”). If the Company

is not able to effect the exchange offer or if the Initial Purchasers so request under certain circumstances specified in the Registration

Rights Agreement, the Company shall file a shelf registration statement (the “shelf registration statement”) covering the

resale of the Notes. The Company will use its commercially reasonable efforts to cause such shelf registration statement to be declared

effective by the Exchange Deadline and use its commercially reasonable efforts to keep continuously effective the shelf registration statement

for a period of one year after its effective date.

the Company fails to satisfy its registration obligations by certain dates specified in the Registration Rights Agreement, it will be

required to pay additional interest to the holders of the Notes.

The preceding description

is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached as Exhibit 4.2 to this Current

Report on Form 8-K and is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item 2.03

relating to the Notes and the Indenture is contained in Item 1.01 above and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Indenture, dated as of June 24, 2026 by and among HA Sustainable Infrastructure Capital, Inc., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (including the form of HA Sustainable Infrastructure Capital, Inc.’s 5.950% Green Senior Unsecured Note due 2033).

4.2

Registration Rights Agreement, dated as of June 24, 2026, by and among HA Sustainable Infrastructure Capital, Inc., the guarantors party thereto and the representatives of the Initial Purchasers party thereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

By:

/s/ Charles W. Melko

Dated: June 26, 2026

Charles W. Melko

Senior Managing Director, Chief

Financial Officer and

Treasurer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2616629d10_ex4-1.htm · Sequence: 2

Exhibit 4.1

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.,

as Issuer

the Guarantors party hereto

5.950% Green Senior Unsecured Notes Due 2033

INDENTURE

Dated as of June 24, 2026

U.S. Bank Trust Company, National Association

as Trustee

Table Showing Reflection in Indenture of Certain

Provisions

of Trust Indenture Act of 1939, as amended by the

Trust Indenture Reform Act of 1990

Reflected in Indenture

Trust Indenture Act Section

Indenture Section

§ 310

(a)(1)

809

(a)(2)

809

(a)(3)

Not Applicable

(a)(4)

Not Applicable

(a)(5)

Not Applicable

(b)

808

§ 311

(a)

813

(b)

813

§ 312

(a)

901, 902

(b)

902

(c)

902

§ 313

(a)

903

(b)

903

(c)

903

(d)

903

§ 314

(a)

904

(a)(4)

406

(b)

Not Applicable

(c)(1)

1301

(c)(2)

1301

(c)(3)

Not Applicable

(d)

Not Applicable

(e)

1301

§ 315

(a)

801

(b)

802

(c)

801

(d)

801

(e)

713

§ 316

(a)

101, 103

(a)(1)(A)

707, 711

(a)(1)(B)

712

(a)(2)

Not Applicable

(b)

708

(c)

1303

§ 317

(a)(1)

703

(a)(2)

704

(b)

405

§ 318

(a)

103

NOTE: This table shall not, for any purpose, be

deemed to be a part of the Indenture.

Section 318(c) of the Trust Indenture

Act provides that the provisions of Sections 310 to and including 317 of the Trust Indenture Act are a part of and govern every qualified

indenture, whether or not physically contained therein.

TABLE OF CONTENTS

Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.

Definitions

Section 102.

Rules of Construction

Section 103.

Qualification Under Trust Indenture Act

Article II THE NOTES

Section 201.

Amount of Notes

Section 202.

Denominations

Section 203.

Interest

Section 204.

Form Generally

Section 205.

Execution, Authentication, Delivery and Dating

Section 206.

Registration, Registration of Transfer and Exchange

Section 207.

Transfer and Exchange of Global Notes

Section 208.

Mutilated, Destroyed, Lost and Stolen Notes

Section 209.

Payment of Interest; Interest Rights Preserved

Section 210.

Persons Deemed Owners

Section 211.

Cancellation

Section 212.

CUSIP or ISIN Numbers

Section 213.

General Provisions Relating to Global Notes

Section 214.

Exchange Offer

Article III REDEMPTION OF NOTES

Section 301.

Election to Redeem; Notice to Trustee

Section 302.

Optional Redemption

Section 303.

Selection by Trustee of Notes to Be Redeemed

Section 304.

Notice of Redemption

Section 305.

Deposit of Redemption Price

Section 306.

Notes Payable on Redemption Date

Section 307.

Notes Redeemed in Part

Article IV COVENANTS

Section 401.

Payment of Principal, Premium, if any, and Interest

Section 402.

Liens

Section 403.

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event

Section 404.

Maintenance of Office or Agency

Section 405.

Money for Notes Payments to Be Held in Trust

Section 406.

Statement by Officer as to Default

Section 407.

Waiver of Certain Covenants

Article V CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

Section 501.

Company and Guarantors May Merge or Transfer Assets on Certain Terms

Section 502.

Successor Party Substituted

Article VI GUARANTEE OF NOTES

Section 601.

Guarantee

Section 602.

Reserved

Section 603.

Waiver

Section 604.

Guarantee of Payment

Section 605.

No Discharge or Diminishment of Guarantee

Section 606.

Reserved.

Section 607.

Continued Effectiveness

Section 608.

Subrogation

Section 609.

Subordination

Section 610.

Release of Guarantor and Termination of Guarantee

Section 611.

Limitation of Guarantors’ Liability

Section 612.

No Obligation to Take Action Against the Company

Section 613.

Execution and Delivery

Article VII REMEDIES

Section 701.

Events of Default

Section 702.

Acceleration of Maturity; Rescission and Annulment

Section 703.

Collection of Indebtedness and Suits for Enforcement by Trustee

Section 704.

Trustee May File Proofs of Claim

Section 705.

Reserved.

Section 706.

Application of Money Collected

Section 707.

Limitation on Suits

Section 708.

Unconditional Right of Holders to Receive Principal, Premium, if any, and Interest

Section 709.

Rights and Remedies Cumulative

Section 710.

Delay or Omission Not Waiver

Section 711.

Control by Holders

Section 712.

Waiver of Past Defaults

Section 713.

Undertaking for Costs

Section 714.

Waiver of Usury, Stay or Extension Laws

Section 715.

Restoration of Rights and Remedies

Article VIII THE TRUSTEE

Section 801.

Certain Duties and Responsibilities of Trustee

Section 802.

Notice of Defaults

Section 803.

Certain Rights of Trustee

Section 804.

Not Responsible for Recitals or Issuance of Notes

Section 805.

May Hold Notes

Section 806.

Money Held in Trust

Section 807.

Compensation and Reimbursement

Section 808.

Conflicting Interests

Section 809.

Corporate Trustee Required; Eligibility

Section 810.

Resignation and Removal; Appointment of Successor

Section 811.

Acceptance of Appointment by Successor

Section 812.

Merger, Conversion, Consolidation or Succession to Business

Section 813.

Preferential Collection of Claims Against Company

Section 814.

Trustee’s Application for Instructions from the Company

Article IX HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE, THE COMPANY AND THE GUARANTORS

Section 901.

Company to Furnish Trustee Names and Addresses of Holders

Section 902.

Preservation of Information; Communications to Holders

Section 903.

Reports by Trustee

Section 904.

Reports by the Company and the Guarantors

Article X SUPPLEMENTAL INDENTURES

Section 1001.

Supplemental Indentures Without Consent of Holders

Section 1002.

Supplemental Indentures With Consent of Holders

Section 1003.

Execution of Supplemental Indentures

Section 1004.

Effect of Supplemental Indentures

Section 1005.

Conformity with Trust Indenture Act

Section 1006.

Notice of Supplemental Indenture; Reference in Notes to Supplemental Indentures

Article XI SATISFACTION AND DISCHARGE

Section 1101.

Satisfaction and Discharge of Indenture

Section 1102.

Application of Trust Money

Article XII DEFEASANCE AND COVENANT DEFEASANCE

Section 1201.

Defeasance and Discharge

Section 1202.

Covenant Defeasance

Section 1203.

Conditions to Defeasance or Covenant Defeasance

Section 1204.

Deposited Money and U.S

Section 1205.

Reinstatement

Article XIII MISCELLANEOUS PROVISIONS

Section 1301.

Compliance Certificates and Opinions

Section 1302.

Form of Documents Delivered to Trustee

Section 1303.

Acts of Holders; Record Dates

Section 1304.

Notices, Etc., to Trustee, Company and Guarantors

Section 1305.

Notice to Holders; Waiver

Section 1306.

Effect of Headings and Table of Contents

Section 1307.

Successors and Assigns

Section 1308.

Separability Clause

Section 1309.

Benefits of Indenture

Section 1310.

Governing Law

Section 1311.

Judgment Currency.

Section 1312.

Legal Holidays

Section 1313.

No Recourse Against Others

Section 1314.

WAIVER OF JURY TRIAL

Section 1315.

U.S.A. Patriot Act

Section 1316.

Qualification of Indenture

Section 1317.

Execution in Counterparts

Schedule I — Guarantors

Appendix A — Transfer Restrictions

Exhibit A — Form of Note

Exhibit B — Form of Transfer Certificate

for Transfer or Exchange from Rule 144A Global Note to Regulation S Global Note prior to the Expiration of the Distribution Compliance

Period

Exhibit C — Form of Transfer Certificate

for the Transfer or Exchange from Rule 144A Global Note to Regulation S Global Note after the Expiration of the Distribution Compliance

Period

Exhibit D — Form of Transfer Certificate

for Transfer or Exchange from Regulation S Global Note to Rule 144A Global Note prior to the Expiration of the Distribution Compliance

Period

Exhibit E — Form of Transfer Certificate

for Other Transfers and Exchanges

INDENTURE, dated as of June 24,

2026, among HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a corporation duly formed and existing under the laws of Delaware (the “Company”),

each of the Guarantors named herein (the “Guarantors”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national

banking association, as Trustee (the “Trustee”).

RECITALS

The Company has duly authorized

the execution and delivery of this Indenture to provide for the issuance from time to time of its 5.950% Green Senior Unsecured Notes

due 2033.

Each Guarantor has duly authorized

the execution and delivery of this Indenture to provide for its guarantee of the Notes (the “Guarantees”).

This Indenture is subject

to the provisions of the Trust Indenture Act that are deemed to be incorporated into this Indenture and shall, to the extent applicable,

be governed by such provisions.

NOW,

THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of

the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all

Holders of the Notes, as follows:

Article I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.           Definitions.

“Act” when

used with respect to any Holder, has the meaning specified in Section 1303.

“Additional Notes”

has the meaning specified in Section 201.

“Affiliate”

means, with respect to any specified Person, 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.

“Applicable Procedures”

means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures

of DTC, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time.

“Bankruptcy Law”

means Title 11, United States Code, or any similar Federal or state or foreign law for the relief of debtors.

“Below Investment

Grade Rating Event” means the rating on the Notes is (A) lowered by two or more Rating Agencies in respect of a Change

of Control and (B) the Notes are rated below Investment Grade by (i) both Rating Agencies if the Notes are rated by two Rating

Agencies or (ii) two of such Rating Agencies if the Notes are rated by three Rating Agencies on any date from the date of the public

notice of a transaction or transactions that could result in a Change of Control until the end of the 60-day period following public notice

of the occurrence of a Change of Control (which period shall be extended until the ratings are announced if during such 60-day period

the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that

a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred

in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition

of Change of Control Repurchase Event hereunder) if each Rating Agency making the reduction in rating to which this definition would otherwise

apply do not announce or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole

or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether

or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). The Company will

request the Rating Agencies to make such confirmation in connection with any Change of Control and shall promptly deliver an officer’s

certificate to the Trustee certifying as to whether or not such confirmation has been received or denied.

“Board of Directors”

means (i) the board of directors of the Company, (ii) any duly authorized committee of such board, (iii) any committee

of officers of the Company or (iv) any officer of the Company, acting, in the case of clauses (iii) or (iv), pursuant to authority

granted by the board of directors of the Company or any committee thereof.

“Business Day”

means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies are authorized or

obligated by law, regulation or executive order to close in the place where the principal of and premium, if any, and interest on, or

any redemption or repurchase price of, the Notes are payable.

“Capital Stock”

means:

(1) with respect to any Person other than a business trust, any and all shares, interests, participations

or other equivalents (however designated and whether or not voting) of or in its corporate stock or, if such Person is not a corporation,

its equity; and

(2) with respect to any Person that is a business trust, any and all beneficial ownership interests (however

designated and whether or not voting) in such Person;

in each case including each class or series of

Common Stock and Preferred Stock of such Person but in each case excluding any Indebtedness or debt securities convertible into or exchangeable

for, or any options, warrants, contracts or other securities (including derivative instruments) exercisable or exchangeable for, convertible

into or otherwise for or relating to the purchase or sale of, any of the items referred to in clauses (1) or (2) above.

“Change of Control”

means the occurrence of the following:

(1) the Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of

the Exchange Act, proxy, written notice or otherwise) that any “person” or “group” of related persons (as such

terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date), other than any of the Company’s

Subsidiaries, is or has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as

in effect on the Issue Date), directly or indirectly, of Voting Stock of the Company representing more than 50% of the combined voting

power of all of the outstanding Voting Stock of the Company; or

(2) the sale, transfer, conveyance or other disposition (other than by way of merger, consolidation or other

business combination transaction), in one transaction or a series of related transactions, of all or substantially all of the assets of

the Company and its Subsidiaries, taken as a whole (other than sales, transfers, conveyances or other dispositions of Securitization Assets,

Repurchase Agreement Assets, Investments or other securities or assets, in each case in the ordinary course of business) to any Person

(other than the Company and/or one or more Subsidiaries of the Company).

Notwithstanding the foregoing,

(I) a transaction will not be deemed to be a Change of Control if (1) the Company becomes a direct or indirect Subsidiary of

a parent entity and (2) either (A) the direct or indirect holders of the outstanding Voting Stock of such parent entity immediately

following that transaction are substantially the same as the holders of the outstanding Voting Stock of the Company immediately prior

to that transaction or (B) immediately following that transaction no Person (other than a parent entity satisfying the requirements

of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the combined voting power of all of the outstanding

Voting Stock of such parent entity and (II) the reference in clause (2) of the immediately preceding paragraph to sales, transfers,

conveyances or other dispositions of Securitization Assets, Repurchase Agreement Assets, Investments or other securities or assets

in the ordinary course of business shall include, without limitation, any sales, transfers, conveyances or other dispositions of Securitization

Assets, Repurchase Agreement Assets, Investments or other securities or assets (A) that are made (x) to any Securitization

Entity for the purpose of enabling such Securitization Entity to securitize the assets so sold, transferred, conveyed or disposed of or

enabling such Securitization Entity to issue Non-Recourse Indebtedness secured by such assets or to enter into any Repurchase Agreements

with respect to such assets or (y) to any Person pursuant to a Repurchase Agreement that is otherwise permitted (or not prohibited)

by the Indenture, under which such Person is a buyer of Repurchase Agreement Assets, and (B) that the Company in good faith determines

to be consistent with past practice of the Company or any of its Subsidiaries or to reflect customary or accepted practice in the businesses,

industries or markets in which the Company or any of its Subsidiaries operates or reasonably expects to operate or that reflect reasonable

extensions, evolutions or developments of any of the foregoing (including, without limitation, by way of new transactions or structures),

and as a result, none of the foregoing shall constitute a Change of Control.

“Change of Control

Repurchase Event” means the occurrence of a Change of Control and a Below Investment Grade Rating Event.

“Clearstream”

means Clearstream Banking, S.A., or any successor.

“Commission”

means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time

after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture

Act, then the body performing such duties at such time.

“Common Stock”

means, with respect to (a) any Person other than a business trust, any and all shares, interests, participations or other equivalents

(however designated and whether voting or non-voting) of or in such Person’s common stock or, if such Person is not a corporation,

its common equity or (b) any Person that is a business trust, any and all common beneficial ownership interests (however designated

and whether voting or non-voting) in such Person, in each case including, without limitation, all series and classes of such common stock,

other common equity or common beneficial ownership interests, as the case may be, but in each case excluding any Indebtedness or debt

securities convertible into or exchangeable for, or any options, warrants, contracts or other securities (including derivative instruments)

exercisable or exchangeable for, convertible into or otherwise for or relating to the purchase or sale of, any of the foregoing. The determination

of whether any beneficial ownership interests or equity constitute common beneficial ownership interest or common equity, respectively,

shall be made by the Company in good faith.

“Company”

means the Person named as the “Company” in the first paragraph of this Indenture until a Successor Party shall have become

such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such Successor Party.

“Company Request”

or “Company Order” means a written request or order signed by or on behalf of the Company by any Officer (or any Person

designated in writing as authorized to execute and deliver Company Requests and Company Orders), and delivered to the Trustee.

“Company Resolution”

means a copy of one or more resolutions or consents certified by the Secretary or an Assistant 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.

“Corporate Indebtedness”

means Indebtedness of the type described in clauses (i)(a) or (i)(b) of the definition of Indebtedness other than Indebtedness

secured by a pledge, mortgage, lien or other encumbrance that is not restricted or is otherwise permitted by Section 402 of this

Indenture.

“Corporate Trust

Office” means the principal office of the Trustee at which, at any particular time, its corporate trust business shall be conducted,

which office is located as of the date of this Indenture (i) for purposes of surrender, registration, transfer, exchange or presentation

for payment or repurchase or conversion only is located at 111 Fillmore Avenue, St. Paul, Minnesota 55107, Attention: HA Sustainable Infrastructure

Capital, Inc., and (ii) for all other purposes is located at 185 Asylum Street, 27th Floor, Hartford, CT 06103, Attention: HA

Sustainable Infrastructure Capital, Inc., or at any other time at such other address as the Trustee may designate from time to time

by notice to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee

may designate from time to time by notice to the Company).

“Covenant Defeasance”

has the meaning specified in Section 1202.

“Covered Subsidiaries”

means the Subsidiaries of the Credit Parties, but excluding the Excluded Subsidiaries and the Securitization Entities.

“Credit Group”

means the Credit Parties and the Credit Parties’ direct and indirect Subsidiaries (to the extent of their economic ownership interest

in such Subsidiaries) taken as a whole.

“Credit Parties”

means the Company and the Guarantors.

“Custodian”

means any custodian, receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.

“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 209.

“Defeasance”

has the meaning specified in Section 1201.

“Depositary”

means a clearing agency registered under the Exchange Act that is designated to act as Depositary for the Notes.

“DTC” means

The Depository Trust Company, a New York corporation.

“Euroclear”

means Euroclear Bank, S.A./N.V., as operator of the Euroclear system, or any successor.

“Event of Default”

has the meaning specified in Section 701.

“Exchange Act”

means the U.S. Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

“Exchange Notes”

means any Notes issued in connection with an Exchange Offer pursuant to Section 214 hereof.

“Exchange

Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange

Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Subsidiary”

means any (i) limited partnership, limited liability company, corporation or equivalent entity that is organized under the laws of

a jurisdiction other than any state of the United States and (ii) any Subsidiary of an entity described in clause (i).

“Expiration Date”

has the meaning specified in Section 1303.

“Fitch”

means Fitch Ratings, Ltd., a division of Fitch, Inc., or any successor thereto.

“GAAP”

means generally accepted accounting principles in the United States (including, if applicable, International Financial Reporting

Standards) as in effect from time to time.

“Global Note”

means a Note that evidences all or part of the Notes and bears the legend set forth in Exhibit A (or such legend as may be specified

as contemplated by Section 204 for such Note).

“Guarantees”

has the meaning specified in the second recital of this Indenture and more particularly means any Guarantee made by each of the Guarantors

as set forth in Article VI hereof.

“Guarantors”

means each of the Persons listed on Schedule I attached hereto, but excluding Persons who cease to be Guarantors in accordance

with this Indenture.

“H.15”

means the statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest

Rates (Daily)—H.15” (or any successor designation or publication).

“H.15 TCM”

means the H.15 under the caption “U.S. government securities–Treasury constant maturities—Nominal” (or any successor

caption or heading).

“Holder”

means a Person in whose name a Note is registered in the Security Register.

“Indebtedness”

means (i) any obligation of, or any obligation guaranteed by, the Company or any Guarantor for which such Person is responsible or

liable as obligor or otherwise, including principal, premium, if any, and interest (whether accruing before or after filing of any petition

in bankruptcy or any similar proceedings by or against the Credit Parties and whether or not allowed as a claim in bankruptcy or similar

proceedings), in respect of (a) indebtedness for money borrowed, (b) indebtedness evidenced by securities, bonds, debentures,

notes or other similar written instruments, (c) any deferred obligation for the payment of the purchase price or conditional sale

obligation of property or assets acquired other than in the ordinary course of business, (d) all obligations for the reimbursement

of any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction or (e) any obligation

referred to in any of clauses (a) through (d) above of other persons secured by any lien on any property or asset of the Company

or any Guarantor (to the extent of the value of the property or asset subject to such lien) and (ii) all indebtedness for obligations

to make payment in respect of derivative products such as interest and foreign exchange rate contracts, commodity contracts (including

future or options contracts) swap agreements, cap agreements, repurchase and reverse repurchase agreements and similar arrangements, whether

outstanding on the Issue Date or thereafter created, assumed or incurred.

“Indenture”

means this Indenture as originally executed and 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, including, for all purposes of this Indenture and any such supplemental

indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Indenture and any such supplemental

indenture, respectively.

“Initial Notes”

has the meaning specified in Section 201.

“Initial Purchasers”

means Citigroup Global Markets Inc., RBC Capital Markets, LLC, BMO Capital Markets Corp., J.P. Morgan Securities LLC, Barclays Capital

Inc., BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, ING Financial Markets

LLC, Mizuho Securities USA LLC, Natixis Securities Americas LLC, Rabo Securities USA, Inc., Scotia Capital (USA) Inc., SMBC Nikko

Securities America, Inc., Truist Securities, Inc., KeyBanc Capital Markets Inc. and M&T Securities, Inc.

“Interest Payment

Date” means January 15 and July 15 of each year, commencing on January 15, 2027.

“Internal Revenue

Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Investment”

means any direct or indirect loan, loan origination or other extension of credit (including, without limitation, a guarantee), any capital

contribution (by means of any transfer of cash or other property to others or any payment for property or services for the account or

use of others), any capital stock, bonds, notes, debentures or other securities or evidences of indebtedness, any servicing rights, any

real property or interests in real property (including, without limitation, improvements, fixtures and accessions thereto and ground leases),

and any other investment assets (whether tangible or intangible). “Investment” shall exclude extensions of trade credit in

the ordinary course of business, but, unless otherwise expressly stated or the context otherwise requires, shall include acquisitions

of any of the foregoing or of any Person, whether by merger, consolidation, acquisition of capital stock or assets or otherwise.

“Investment Grade”

means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by

Moody’s (or its equivalent under any successor rating categories of Moody’s) and BBB- or better by S&P (or its

equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the notes for reasons

outside of the Company’s control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as

a replacement Rating Agency).

“Issue Date”

means June 24, 2026.

“Letter

of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by

such Holders in connection with an Exchange Offer relating to the Notes.

“Maturity”

means the date on which the principal of the Notes becomes due and payable as herein provided, whether at the Stated Maturity or by declaration

of acceleration, call for redemption or otherwise (but excluding any provision providing for the repurchase of such Notes at the option

of the Holder thereof upon the happening of any contingency beyond the control of the Company unless such contingency has occurred).

“Moody’s”

means Moody’s Investors Service, Inc., or any successor thereto.

“Non-Recourse Indebtedness”

means any Indebtedness of the Company or any of its Subsidiaries recourse for payment for which is limited to investment assets of a Subsidiary

(or group of Subsidiaries) of the Company holding exclusively such investment assets and encumbered by a lien on such investment assets

securing such Indebtedness (which may include a pledge of the Capital Stock of such Subsidiary or group of Subsidiaries) and/or the general

credit of such Subsidiary (or group of Subsidiaries) but for which recourse shall not extend to the general credit of the Company or any

other of its Subsidiaries, it being understood that the instruments governing such Indebtedness may include customary carve-outs to such

limited recourse such as, for example, personal recourse to the Company or its Subsidiaries for breach of representations, fraud, misapplication

or misappropriation of cash, voluntary or involuntary bankruptcy filings, violation of loan document prohibitions against transfer of

assets or ownership interests therein, tax indemnifications, environmental liabilities, and liabilities and other circumstances customarily

excluded by lenders from exculpation provisions and/or included in separate indemnification and/or guaranty agreements in financings of

loan assets.

“Notes”

means, collectively, the Initial Notes, any Exchange Notes and any Additional Notes.

“Notice of Default”

means a written notice of the kind specified in Section 802.

“Obligations”

has the meaning specified in Section 601.

“Officer”

means, with respect to any Person, (1) the Chairman, the Chief Executive Officer, the President, the Chief Operating Officer, the

Chief Investment Officer, the Chief Financial Officer, the Chief Accounting Officer, the Controller, any Vice President (whether or not

the title “Vice President” is preceded or followed by any other title such as “Senior,” “Executive”

or otherwise), any Managing Director (whether or not the title “Managing Director” is preceded or followed by any other title

such as “Senior,” “Executive” or otherwise), the Treasurer, any Assistant Treasurer, the Secretary, any Assistant

Secretary, and any other authorized signatory (a) of such Person or (b) if such Person is a limited or general partnership or

limited liability company that does not have officers, of any direct or indirect general partner or managing member, as the case may be,

of such Person, and (2) any other individual designated as an “Officer” by the Board of Directors of such Person (or,

if applicable, by the Board of Directors of any general partner or managing member referred to in clause (1)(b)).

“Officer’s

Certificate” means a certificate signed by an Officer of the Company or any Guarantor (or any sole or managing member or general

partner of any Guarantor or ultimate general partner, sole or managing member of such member or general partner), as the case may be,

and delivered to the Trustee.

“Opinion of Counsel”

means a written opinion of counsel (who may be counsel for, including an employee or Officer of, the Company or for any Guarantor) and

who shall be reasonably acceptable to the Trustee; provided, however, that no such Opinion of Counsel shall be required in the case of

any supplemental indenture executed and delivered concurrently with the original execution and delivery of this Indenture.

“Outstanding”

means, when used with respect to Notes, as of the date of determination, all Notes theretofore authenticated and delivered under this

Indenture, except:

(1) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(2) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with

the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company

shall act as Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption

has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(3) Notes as to which Defeasance has been effected pursuant to Article XII; and

(4) Notes which have been paid or in exchange for or in lieu of which other Notes have been authenticated

and delivered pursuant to Section 208, other than any such Notes in respect of which there shall have been presented to the Trustee

proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the

Company;

provided, however, that in determining

whether the Holders of the requisite principal amount of the Outstanding Notes have given, made or taken any request, demand, authorization,

direction, notice, consent, waiver or other action hereunder as of any date, the Notes owned by the Company, any Guarantor or any other

obligor upon the Notes or any Affiliate of the Company, any Guarantor or any such other obligor shall be disregarded and deemed not to

be Outstanding (except with respect to any such request, demand, authorization, direction, notice, consent, waiver or other action hereunder

that requires the consent of the Holder of each Outstanding Note affected thereby pursuant to the terms of this Indenture), except that,

in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent,

waiver or other action, only Notes which a Responsible Officer actually knows to be so owned shall be so disregarded. Notes so owned by

the Company or any Affiliate of the Company 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 Notes and that the pledgee is not the Company,

any Guarantor or any other obligor upon the Notes or any Affiliate of the Company, any Guarantor or such other obligor.

“Par Call Date”

means May 15, 2033.

“Paying Agent”

means any Person authorized by the Company to pay the principal of or premium, if any, or interest on any Notes on behalf of the Company

or any Guarantor.

“Permitted Jurisdictions”

has the meaning specified in Section 501(a)(1).

“Permitted Liens”

means (i) liens on Voting Stock or profit participating equity interests of any Subsidiary existing at the time such entity becomes

a direct or indirect Subsidiary of the Company or is merged into a direct or indirect Subsidiary of the Company (provided such liens are

not created or incurred in connection with such transaction and do not extend to any other Subsidiary), (ii) statutory liens, liens

for taxes or assessments or governmental liens not yet due or delinquent or which can be paid without penalty or are being contested in

good faith, (iii) other liens of a similar nature as those described in subclause (ii) above, (iv) liens existing on the

Issue Date, (v) liens on Voting Stock or profit participating equity interests of any Subsidiary of a Credit Party that is not itself

a Credit Party securing Indebtedness or any other obligations of a Subsidiary of a Credit Party that is not itself a Credit Party, (vi) liens

securing Indebtedness for borrowed money in an aggregate principal amount outstanding at any one time not to exceed 10% of total assets,

as reported on the consolidated balance sheet of the Company, (vii) any lien renewing, extending or refunding any lien permitted

by clauses (i) through (vi) above without increase of the principal of the Indebtedness secured thereby (other than by the amount

of fees and expenses in connection therewith), and (viii) liens securing hedging obligations to manage interest rate, currency or

commodity risks and not speculative purposes.

“Person”

means an individual, a corporation, a partnership, a limited liability company, a limited liability partnership, an association, a trust

or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“Preferred Stock”

of any Person means any Capital Stock of such Person that has preferential rights over any other Capital Stock of such Person with respect

to dividends or redemptions or upon liquidation, dissolution or winding up.

“Rating Agency”

means:

(1) each of Fitch, Moody’s and S&P; and

(2) if any of Fitch, Moody’s or S&P ceases to rate the notes or fails to make a rating of the notes

publicly available, another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62)

of the Exchange Act, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, or any of them, as the case

may be.

“Record Date”

means January 1 and July 1, immediately prior to the relevant Interest Payment Date (whether or not a Business Day).

“Redemption Date”

means, when used with respect to the Notes, the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”

means, when used with respect to the Notes, the price at which it is to be redeemed pursuant to this Indenture.

“Registration

Rights Agreement” means that certain Registration Rights Agreement with respect to the Initial Notes entered into as of the

Issue Date, by and among the Company, the Guarantors and Citigroup Global Markets Inc., RBC Capital Markets, LLC, BMO Capital Markets

Corp. and J.P. Morgan Securities LLC as representatives of the Initial Purchasers and, with respect

to any Additional Notes, one or more substantially similar registration rights agreements among the Company, the Guarantors and the other

parties thereto, as such agreements may be amended from time to time.

“Remaining Life”

means the period from the Redemption Date to the Par Call Date.

“Repurchase Agreement”

means an agreement between the Company and/or any of its Subsidiaries, as seller (in any such case, the “Repo Seller”),

and one or more banks, other financial institutions and/or other investors, lenders or other Persons, as buyer (in any such case, the

“Repo Buyer”), and any other parties thereto, under which the Company and/or such Subsidiary or Subsidiaries, as the

case may be, are permitted to finance the origination or acquisition of loans, Investments, Capital Stock, other securities, servicing

rights and/or any other tangible or intangible property or assets and interests in any of the foregoing (collectively, “Applicable

Assets”) by means of repurchase transactions pursuant to which the Repo Seller sells, on one or more occasions, Applicable Assets

to the Repo Buyer with an obligation of the Repo Seller to repurchase such Applicable Assets on a date or dates and at a price or prices

specified in or pursuant to such agreement, and which may also provide for payment by the Repo Seller of interest, fees, expenses, indemnification

payments and other amounts, and any other similar agreement, instrument or arrangement, together with any and all existing and future

documents related thereto (including, without limitation, any promissory notes, security agreements, intercreditor agreements, mortgages,

other collateral documents and guarantees), in each case as the same may have been or may be amended, restated, amended and restated,

supplemented, modified, renewed, extended, refunded, refinanced, restructured or replaced in any manner (whether before, upon or after

termination or otherwise) in whole or in part from time to time (including successive amendments, restatements, amendments and restatements,

supplements, modifications, renewals, extensions, refundings, refinancings, restructurings or replacements of any of the foregoing), and

whether or not with the original or other sellers, buyers, guarantors, agents, lenders, banks, financial institutions, investors or other

parties.

“Repurchase Agreement

Assets” means any applicable assets that are or may be sold by the Company or any of its Subsidiaries pursuant to a Repurchase

Agreement.

“Repurchase Price”

has the meaning specified in Section 403(1).

“Repurchase Price

Payment Date” has the meaning specified in Section 403(3)(C).

“Responsible Officer”

means with respect to the Trustee, any officer assigned to the Corporate Trust Department of the Trustee located at the Corporate Trust

Office of the Trustee, who shall have direct responsibility for the administration of this Indenture and, for the purposes of Section 801(3)(B),

shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge

of and familiarity with the particular subject.

“S&P”

means S&P Global Ratings, a division of S&P Global Inc., or any successor thereto.

“Securities Act”

means the U.S. Securities Act of 1933 and any successor statute thereto, in each case as amended from time to time.

“Securitization Assets”

means servicing advances, mortgage loans, installment contracts, other loans, accounts receivable, real estate assets, mortgage receivables

and any other assets capable of being securitized or having non-recourse debt issued against.

“Securitization Entities”

means any entity formed for the purpose of engaging in or facilitating structured or securitization financing and other activities reasonably

related thereto (whether existing as of the date of this Indenture or formed after the Issue Date).

“Security Register”

and “Security Registrar” have the respective meanings specified in Section 206, which shall initially be U.S.

Bank Trust Company, National Association.

“Significant Subsidiary”

means, with respect to any Person, any subsidiary of such Person that is a “significant subsidiary” of such Person within

the meaning of Rule 1-02(w) of Regulation S-X promulgated by the Commission (as such Rule is in effect on the Issue Date,

but (i) without giving effect to extraordinary, unusual or non-recurring items for the purposes of clause 3 of such rule and

(ii) with respect to any Subsidiary that is not consolidated with the Company pursuant to GAAP, based solely on clause 1 and 2 of

such rule), with the calculation of whether such subsidiary is a “significant subsidiary” within the meaning of such Rule to

be made in accordance with GAAP.

“Special Record Date”

has the meaning specified in Section 209.

“Stated Maturity”

has the meaning specified in Section 201.

“Subsidiary”

means, with respect to any Person and at any time, any other Person if (a) more than 50% of the total combined voting power of all

of such other Person’s outstanding Voting Stock is at the time owned, directly or indirectly, by such referent Person and/or one

or more other subsidiaries of such referent Person or (b) the management and policies of such other Person are otherwise controlled

(as determined in good faith by such referent Person), directly or indirectly, by such referent Person and/or one or more other subsidiaries

of such referent Person. As used in the immediately preceding sentence, the term “controlled” shall mean the referent Person

has the power, directly or indirectly, to direct or cause the direction of the management or policies of the other Person, whether through

the ownership of voting securities, by contract or otherwise. For purposes of clarity, it is understood and agreed that, anything in this

Indenture to the contrary notwithstanding, non-consolidated entities (within the meaning of GAAP) shall not be deemed to be Subsidiaries

of any Person.

“Substantially All

Merger” means a merger or consolidation of one or more Credit Parties with or into another Person that would, in one or a series

of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined

assets of the Credit Group, taken as a whole, to a Person that is not within the Credit Group immediately prior to such transaction.

“Substantially All

Sale” means a sale, assignment, transfer, lease or conveyance to any other Person, in one or a series of related transactions,

directly or indirectly, of all or substantially all of the combined assets of the Credit Group, taken as a whole, to a Person that is

not within the Credit Group immediately prior to such transaction.

“Successor Party”

has the meaning specified in Section 501.

“Treasury Rate”

means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be

determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily

by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield

or yields for the most recent day that appear after such time on such day in the most recent H.15 TCM. In determining the Treasury Rate,

the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to Remaining Life;

(2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding

to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15

immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual

number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity

on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining

Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity

date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day

preceding the Redemption Date H.15 TCM or any successor designation or publication is no longer published, the Company shall calculate

the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time,

on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that

is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there

are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date

preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury

security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the

Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select

from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based

upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time on such date.

In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United

States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of the principal amount)

at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Companyʼs actions

and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

“Trust Indenture

Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however,

that, in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent

required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trustee”

means U.S. Bank Trust Company, National Association, or any successor thereto.

“U.S. Government

Obligation” has the meaning specified in Section 1203(1).

“Voting Stock”

means, with respect to any Person, all classes and series of Capital Stock of such Person the holders of which are ordinarily, in the

absence of contingencies, entitled to vote in the election of the directors, managers or trustees (or other persons performing similar

functions), as the case may be, of such Person.

Section 102.           Rules of

Construction.

For all purposes of this Indenture,

except as otherwise expressly provided or unless the context otherwise requires:

(1)            the

terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular;

(2)            all

other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act, either

directly or by reference therein, have the meanings assigned to them therein;

(3)            all

accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

(4)            unless

the context otherwise requires, any reference to an “Article,” a “Section” or a “Schedule” refers

to an Article, a Section or a Schedule, as the case may be, of this Indenture;

(5)            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;

(6)            “including”

means including without limitation;

(7)            “or”

is not exclusive; and

(8)            unless

otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to

such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this

Indenture.

Section 103.           Qualification

Under Trust Indenture Act.

Except as set forth in this

Section 103 and in Section 1315, the Company and the Guarantors, if any, shall not be required to qualify this Indenture under

the Trust Indenture Act. The Trust Indenture Act shall not apply to this Indenture prior to any such qualification, and all references

herein to compliance with the Trust Indenture Act refer to compliance following any such qualification.

At all times after the effectiveness

of a registration statement under the Registration Rights Agreement and pursuant to Section 1315, this Indenture will be subject

to the mandatory provisions of the Trust Indenture Act with respect to the Notes which are subject to such registration statement filed

pursuant to the Registration Rights Agreement, which unless otherwise indicated are incorporated by reference in and made a part of this

Indenture effective upon the effectiveness of any such registration statement. Whenever this Indenture refers to a provision of the Trust

Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

If, following the qualification

of this Indenture under the Trust Indenture Act, any provision of this Indenture limits, qualifies or conflicts with a provision of the

Trust Indenture Act which is required under the Trust Indenture Act to be a part of and govern this Indenture, the latter provision shall

control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or

excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

Article II

THE NOTES

Section 201.           Amount

of Notes.

The aggregate principal amount

of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000 (the “Initial Notes”).

The Notes shall mature on July 15, 2033 (the “Stated Maturity”), unless the Notes are redeemed prior to that date

as described in Article III. The aggregate principal amount of Initial Notes Outstanding at any time may not exceed $1,000,000,000,

except for Notes issued, authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes

pursuant to Sections 206, 208, and 1006 of this Indenture and except for any Notes which, pursuant to Section 205 of this Indenture,

are deemed never to have been authenticated and delivered.

The Company may, without the

consent of the Holders, issue additional Notes hereunder as part of the same series and on the same terms and conditions (and having the

same Guarantors) and with the same CUSIP number as the Initial Notes (“Additional Notes”), but such Additional Notes

may be offered at a different offering price or have a different issue date, initial interest accrual date or initial interest payment

date than the Initial Notes; provided that if any Additional Notes are not fungible with the Initial Notes for U.S. federal income

tax purposes, such Additional Notes will not have the same CUSIP number as the Initial Notes. Unless the context otherwise requires, all

references to the Notes shall include any such Additional Notes.

Section 202.           Denominations.

The Notes shall be issuable

only in fully registered form without coupons and only in such denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

Section 203.           Interest.

(1)            Interest

on the Notes will accrue at the per annum rate of 5.950%, from and including the date specified on the face of such Notes to, but excluding,

the date on which the principal thereof is paid, deemed paid, or made available for payment and, in each case, will be paid on the basis

of a 360-day year comprised of twelve 30-day months.

(2)            The

Company shall pay interest on the Notes semi-annually in arrears on each Interest Payment Date, commencing on January 15, 2027, to

the registered Holders of the Notes at the close of business on the applicable Record Date.

(3)            Amounts

due on the Stated Maturity or earlier Redemption Date of the Notes will be payable at the Corporate Trust Office. The Company shall make

payments of principal, premium, if any, and interest or the Repurchase Price in connection with a Change of Control Repurchase Event in

respect of the Notes in book-entry form to DTC in immediately available funds, while disbursement of such payments to owners of beneficial

interests in Notes in book-entry form will be made in accordance with the procedures of DTC and its participants in effect from time to

time. The Trustee will initially act as Paying Agent. The Company may at any time designate additional Paying Agents or rescind the designation

of any Paying Agent or approve a change in the office through which any Paying Agent acts, except that the Company shall be required to

maintain a Paying Agent in each place of payment for the Notes. In acting hereunder and in connection with the Notes, the Paying Agent

and the Security Registrar shall act solely as an agent of the Company, and will not thereby assume any obligations towards or relationship

of agency or trust for or with any Holder.

Section 204.           Form Generally.

(1)            The

Notes shall be in substantially the form set forth in Exhibit A of this Indenture, with such appropriate insertions, omissions, substitutions

and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification

and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities

exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer executing such Notes, as evidenced by the

execution thereof. All Notes shall be in fully registered form.

(2)            The

definitive Notes shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined

by the Officer of the Company executing such Notes, as evidenced by the execution of such Notes.

(3)            Upon

their original issuance, the Notes shall be issued in the form of one or more Global Notes, in definitive, fully registered form without

interest coupons.

Each such Global Note shall

be duly executed by the Company, authenticated and delivered by the Trustee and shall be registered in the name of DTC, as Depositary,

or its nominee, and deposited with the Trustee, as custodian for DTC. Beneficial interests in such Global Notes will be shown on, and

transfers will only be made through, the records maintained by DTC and its participants, including Clearstream and the Euroclear System.

Section 205.           Execution,

Authentication, Delivery and Dating.

The Notes shall be executed

on behalf of the Company by any Officer of the Company. The signature on the Notes may be manual, electronic or facsimile.

Notes bearing the manual,

facsimile or electronic image scan signatures of individuals who were at any time the proper Officers of the Company shall bind the Company,

notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such

Notes or did not hold such offices at the date of such Notes.

At any time and from time

to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,

together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order

shall authenticate and deliver such Notes. In addition, the Trustee shall, upon receipt of an Authentication

Order, authenticate and deliver Exchange Notes for issue only in an Exchange Offer, for a like principal amount of Notes.

Each Note shall be dated the

date of its authentication.

No Note shall be entitled

to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication

substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be

conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing,

if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver

such Note to the Trustee for cancellation as provided in Section 211, for all purposes of this Indenture such Note shall be deemed

never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Section 206.           Registration,

Registration of Transfer and Exchange.

The Company shall cause to

be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency

of the Company referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe,

the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Security

Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.

Subject to the provisions

of Appendix A, upon surrender for registration of transfer of any Note at the office or agency of the Company, the Company shall

execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes,

of any authorized denominations and of like tenor and principal amount if any applicable requirements under Appendix A for such

transaction are met. Such new Notes, if applicable, will bear the applicable restrictive legends referred to in Appendix A hereto

unless the Company determines otherwise or such legend shall have been removed as provided in Appendix A hereto, and in any event

subject, if applicable, to the requirements set forth in Appendix A hereto.

At the option of the Holder,

Notes may be exchanged for other Notes, of any authorized denominations and of like tenor and principal amount, upon surrender of the

Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and, upon

receipt of a Company Order, the Trustee shall authenticate and deliver, the Notes, which the Holder making the exchange is entitled to

receive.

All Notes issued upon any

registration of transfer or exchange of Notes shall be the valid obligations of the Company and the respective Guarantors, evidencing

the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or

exchange.

Every Note presented or surrendered

for registration of transfer or for exchange shall (if so required by the Company or the Trustee) 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 such Holder’s attorney duly authorized in writing.

No service charge shall be

made for any registration of transfer or exchange of Notes, but the Company and/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 Notes,

other than exchanges pursuant to Section 307 or Section 1006 not involving any transfer.

If the Notes are to be redeemed

in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Notes during a period beginning

at the opening of business 15 days before the day of the delivery of a notice of redemption of any such Notes selected for redemption

under Section 303 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange

any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

The Trustee shall have no

responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or other Person with respect

to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in

the Global Note or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice

(including any notice of redemption or purchase) or the payment of any amount or delivery of any Global Note (or other security or property)

under or with respect to such Global Notes. All notices and communications to be given to the Holders and all payments to be made

to Holders in respect of the Global Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC

or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through

DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon

information furnished by DTC with respect to its members, participants and any beneficial owners.

Neither the Trustee nor the

Security Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer

imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers

between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such

certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms

of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither

the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by DTC.

The provisions of clauses

(1), (2), (3) and (4) of this paragraph shall apply only to Global Notes:

(1)            Each

Global Note authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Note or a

nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute

a single Note for all purposes of this Indenture.

(2)            Notwithstanding

any other provision in this Indenture, and subject to such applicable provisions, if any, no Global Note may be exchanged in whole or

in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other

than the Depositary for such Global Note or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling

or unable to continue as Depositary with respect to such Global Note and a successor Depositary is not appointed by the Company within

90 days, (B) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor Depositary is not

appointed within 90 days, (C) there shall have occurred and be continuing an Event of Default with respect to such Global Note or

(D) the Company so directs the Trustee by a Company Order.

(3)            Subject

to clause (2) above, any exchange of a Global Note for other Notes may be made in whole or in part, and all Notes issued in exchange

for a Global Note or any portion thereof shall be registered in such names as the Depositary for such Global Note shall direct.

(4)            Every

Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Note or any portion thereof, whether

pursuant to this Section 206, 208, 307, 1006 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global

Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.

Section 207.           Transfer

and Exchange of Global Notes.

(1)            The

transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this

Indenture (including applicable restrictions on transfer set forth in this Indenture, including Appendix A, and in the Global Note)

and the procedures of the Depositary therefor and, if applicable Clearstream and Euroclear. A transferor of a beneficial interest in a

Global Note to another Global Note shall deliver to the Security Registrar a duly completed assignment form in the form attached to the

Global Note (the “Assignment Form”), any applicable certifications or opinions required by Appendix A and a

written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary

to be credited with a beneficial interest in the Global Note. The Security Registrar shall, in accordance with such instructions, instruct

the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit

the account of the Person making the transfer for the beneficial interest in the Global Note being transferred.

(2)            If

the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Security

Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest

is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall

reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest

is being transferred.

(3)            Upon

the consummation of an Exchange Offer by the Company in accordance with Section 214, the requirements of this Section 207 shall

be deemed to have been satisfied upon receipt by the Security Registrar and the Trustee of the instructions contained in the Letter of

Transmittal delivered by the Holder of such beneficial interests in the Global Notes.

Section 208.           Mutilated,

Destroyed, Lost and Stolen Notes.

If any mutilated Note is surrendered

to the Trustee, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and deliver in exchange

therefore a new Note and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered

to the Company and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Note and (2) such

security and/or indemnity as shall be required by them to save each of them and any agent of either of them harmless, then, in the absence

of written notice to the Company or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute and,

upon receipt of a Company Order, the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new

Note and of like tenor and principal amount, having the Guarantees noted therein, and bearing a number not contemporaneously outstanding.

In case any such mutilated,

destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing

a new Note, pay such Note.

Upon the issuance of any new

Note under this Section 208, the Company and/or the Trustee 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 counsel to the

Company and the fees and expenses of the Trustee and its counsel) connected therewith.

Every new Note issued pursuant

to this Section 208 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual

obligation of the Company and the respective Guarantors, whether or not the mutilated, destroyed, lost or stolen Note 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

Notes and Guarantees duly issued hereunder.

The provisions of this Section 208

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 Notes.

Section 209.           Payment

of Interest; Interest Rights Preserved.

Interest on any Note which

is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note

is registered at the close of business on the Record Date for such interest.

Any interest on any Note which

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 Holder on the relevant 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:

(1)            The

Company may elect to make payment of any Defaulted Interest payable on the Notes to the Persons in whose names the Notes are registered

at the close of business on a special record date for the payment of such Defaulted Interest (the “Special Record Date”),

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 Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount

of money 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 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 in this clause provided. 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 given to each Holder of Notes in the manner set forth in Section 1305,

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 so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes 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 Notes in any other lawful manner not inconsistent with the requirements of any

securities exchange on which such Notes 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.

Subject to the foregoing provisions

of this Section 209, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any

other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 210.           Persons

Deemed Owners.

Prior to due presentment of

a Note for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, a Guarantor or the Trustee

may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal

of and premium, if any, and, subject to Section 209, any interest on such Note and for all other purposes whatsoever, whether or

not such Note be overdue, and none of the Company, the Guarantors, the Trustee nor any agent of the Company, a Guarantor or the Trustee

shall be affected by notice to the contrary.

Section 211.           Cancellation.

All Notes surrendered for

payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to

the Trustee and shall be promptly cancelled by it. The Company or any Guarantor may at any time deliver to the Trustee for cancellation

any Notes previously authenticated and delivered hereunder which the Company or such Guarantor 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 Notes previously authenticated

hereunder which the Company has not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall

be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 211, except as expressly permitted

by this Indenture. All cancelled Notes held by the Trustee shall be disposed of in accordance with its customary procedures. The Trustee

shall provide the Company or any Guarantor a list of all Notes that have been cancelled from time to time as requested in writing by the

Company or such Guarantor.

Section 212.           CUSIP

or ISIN Numbers.

The Company in issuing the

Notes may use “CUSIP” or “ISIN” numbers and/or other similar numbers, if then generally in use, and thereafter

with respect to the Notes, the Trustee may use such numbers in any notice of redemption with respect to the Notes; provided that

any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained

in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such

redemption shall not be affected by any defect in or omission of such numbers. The Trustee shall be notified, in writing, of any change

in the CUSIP or ISIN numbers.

Section 213.           General

Provisions Relating to Global Notes.

Owners of beneficial interests

in the Notes evidenced by a Global Note will not be entitled to any rights under this Indenture with respect to such Global Note, and

the Depositary or its nominee may be treated by the Company, the Guarantors, and the Trustee and any agent of the Company, the Guarantors

or the Trustee, including any Security Registrar or Paying Agent as the owner and Holder of such Global Note for all purposes whatsoever.

None of the Company, the Trustee, the Security Registrar, the Paying Agent or any other agent of the Company, the Guarantors or of the

Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial

ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

None of the Company, the Guarantors, the Trustee, the Security Registrar, the Paying Agent or any other agent of the Company or of the

Trustee shall have any responsibility or liability to any person for any acts or omissions of the Depositary or its nominee in respect

of a Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of

such Global Note, for any transactions between such Depositary and any participant or indirect participant in such Depositary or between

or among such Depositary, any participant or indirect participant in such Depositary and/or any Holder or owner of a beneficial interest

in such Global Note, or for any transfers of beneficial interests in any such Global Note. Notwithstanding the foregoing, nothing herein

shall prevent the Company, the Trustee, the Security Registrar or the Paying Agent or such agent from giving effect to any written certification,

proxy or other authorization furnished by the Depositary or its nominee or impair, as between the Depositary or its nominee and such owners

of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as

Holder of any Global Note.

Section 214.           Exchange

Offer.

Upon the occurrence of the

Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order

in accordance with Section 205 hereof, the Trustee shall authenticate:

(1)            one

or more Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Global Notes tendered

for acceptance and accepted for exchange in the Exchange Offer; and

(2)            Certificated

Notes in an aggregate principal amount equal to the principal amount of the Certificated Notes tendered for acceptance and accepted for

exchange in the Exchange Offer.

Concurrently with the issuance

of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Global Notes to be reduced accordingly, and the

Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and deliver to the Persons designated by the

Holders of Certificated Notes so accepted Certificated Notes in the appropriate principal amount. Any Notes that remain outstanding after

the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single

class of securities of such series of Notes under this Indenture.

Article III

REDEMPTION OF NOTES

Section 301.           Election

to Redeem; Notice to Trustee.

The election of the Company

to redeem any Notes shall be evidenced by a Company Resolution or an Officer’s Certificate of the Company or in another manner specified

as contemplated by this Indenture for such Notes. In case of any redemption at the election of the Company of the Notes, the Company shall,

at least 15 days prior to the date any notice of a redemption is to be given to the Holders pursuant to Section 304 (unless a shorter

notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date, of the principal amount of Notes

to be redeemed; provided that such notice may be revoked by the Company by written notice to the Trustee at any time prior to the time

on the date specified by the Company for the Trustee to forward notice of such redemption to Holders as provided in Section 304 or,

if the Company does not request the Trustee to forward notice of such redemption to Holders, at any time prior to the Company's giving

of the notice of such redemption to Holders pursuant to Section 304. In the case of any redemption of Notes prior to the expiration

of any restriction on such redemption provided in the terms of such Notes or elsewhere in this Indenture, the Company shall furnish the

Trustee with an Officer’s Certificate of the Company evidencing compliance with such restriction.

Section 302.           Optional

Redemption.

Prior to the Par Call Date,

the Company may redeem the Notes, in whole or in part, at its option at any time or from time to time, on notice given at least 10 days

but not more than 60 days prior to the Redemption Date, at a Redemption Price equal to the greater of (i) (a) the sum of the

present values of the remaining scheduled payments of principal and interest on the Notes being redeemed discounted to the Redemption

Date (assuming the Notes being redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve

30-day months) at the then current Treasury Rate, plus 30 basis points less (b) interest accrued to the Redemption Date, and (ii) 100%

of the aggregate principal amount of the Notes being redeemed, plus, in either case, accrued and unpaid interest on the principal amount

of the Notes being redeemed to, but excluding, the Redemption Date.

On or after the Par Call Date,

the Company may redeem the Notes, in whole or in part, at its option, at any time and from time to time, on notice given not more than

60 days nor less than 10 days prior to the Redemption Date, at a Redemption Price equal to 100% of the aggregate principal amount of the

Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

Section 303.           Selection

by Trustee of Notes to Be Redeemed.

If less than all the Notes

are to be redeemed, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,

from the Outstanding Notes not previously called for redemption, by such method as the Trustee shall deem fair and appropriate, including

by lot (if such Notes are not in the form of one or more global securities) or pro rata (subject to the then current rules and procedures

of the applicable Depositary), and which may provide for the selection for redemption of a portion of the principal amount of the Notes;

provided that the unredeemed portion of the principal amount of the Notes shall be in an authorized denomination (which shall not

be less than the minimum authorized denomination) for the Notes.

For all purposes of this Indenture,

unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed

or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed.

Section 304.           Notice

of Redemption.

(a) Notice of redemption

shall be given by first-class mail, postage prepaid, mailed, to each Holder of Notes to be redeemed, at such Holder’s address appearing

in the Security Register, or otherwise delivered in accordance with the Applicable Procedures of the Depositary.

All notices of redemption

shall identify the Notes to be redeemed and shall state:

(1)            the

Redemption Date;

(2)            the

Redemption Price (or the method of calculating such price);

(3)            if

less than all the Outstanding Notes are to be redeemed, the identification and, in the case of partial redemption of any such Notes, the

principal amount of the Notes to be redeemed;

(4)            that

on the Redemption Date the Redemption Price will become due and payable upon each such Note to be redeemed and, if applicable, that interest

thereon will cease to accrue on and after said date;

(5)            the

place or places where each Note is to be surrendered for payment of the Redemption Price;

(6)            if

applicable, the CUSIP, ISIN or any similar numbers of the Notes; provided, however, that no representation will be

made as to the correctness or accuracy of the CUSIP, ISIN or any similar number, if any, listed in such notice or printed on the

Notes; and

(7)            if

the redemption is subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition

precedent and, if applicable, shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time

as any or all such conditions precedent shall be satisfied (or waived by the Company in its sole discretion), and/or such redemption may

not occur and such notice may be rescinded in the event that any or all such conditions precedent shall not have been satisfied (or waived

by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date as so delayed, and/or that such notice may be

rescinded at any time by the Company if the Company determines in its sole discretion that any or all of such conditions precedent will

not be satisfied (or waived); provided, however, that for the avoidance of doubt, if any Redemption Date shall be delayed as contemplated

by this paragraph and the terms of the applicable notice of redemption, such Redemption Date as so delayed may occur, subject to the Applicable

Procedures of the Depositary, at any time after the original Redemption Date set forth in the applicable notice of redemption and after

the satisfaction (or waiver) of any applicable conditions precedent, including, without limitation, on a date that is less than 10 days

after the original Redemption Date or more than 60 days after the applicable notice of redemption.

Notice of any redemption upon

completion of any transaction or other event may be given prior to the completion thereof. In addition, any redemption or notice thereof

may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a

transaction or other event. For the avoidance of doubt, if any Redemption Date shall be delayed as contemplated by this Section 304

and the terms of the applicable notice of redemption, such Redemption Date as so delayed may occur at any time after the original Redemption

Date set forth in the applicable notice of redemption and after the satisfaction (or waiver) of any applicable conditions precedent, including,

without limitation, on a date that is less than 10 days after the original Redemption Date or more than 60 days after the date of the

applicable notice of redemption. In addition, the Company may provide in such notice that payment of the Redemption Price and performance

of the Company’s obligations with respect to such redemption may be performed by another Person. To the extent that the Redemption

Date will occur on a date other than the original Redemption Date set forth in the applicable notice of redemption, the Company shall

notify the holders and the Trustee of the final Redemption Date prior to such date; provided that the failure to give such notice,

or any defect therein, shall not impair or affect the validity of any redemption under this Article III.

A notice of redemption of

the Notes to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request (which may be

rescinded or revoked at any time prior to the time at which the Trustee shall have given such notice to the Holders), by the Trustee in

the name and at the expense of the Company. The notice, if delivered in the manner herein provided, shall be conclusively presumed to

have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail (or otherwise delivered

in accordance with the Applicable Procedures of the Depositary) or any defect in the notice to the Holder of any Note designated for redemption

as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Notes.

Section 305.           Deposit

of Redemption Price.

By no later than 11:00 a.m. (New

York City time) on any Redemption Date, the Company shall deposit or cause to be deposited with the Trustee or with a Paying Agent (or,

if any of the Credit Parties is acting as Paying Agent, such Credit Party will segregate and hold in trust as provided in Section 405)

an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued

and unpaid interest on, all the Notes which are to be redeemed on that date, other than Notes or portions of Notes called for redemption

which are owned by any of the Credit Parties and have been delivered by such Credit Party to the Trustee for cancellation. All money,

if any, earned on funds held by the Paying Agent shall be remitted to the Company. In addition, the Paying Agent shall promptly return

to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price

of, and accrued interest, if any, on, all Notes to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and

after the Redemption Date, interest will cease to accrue on the notes or portions thereof called for redemption.

Section 306.           Notes

Payable on Redemption Date.

Notice of redemption having

been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein

specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest)

such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall

be paid by the Company at the Redemption Price, together, if applicable, with accrued and unpaid interest to, but excluding, the Redemption

Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date will

be payable to the Holders of such Notes, registered as such at the close of business on the relevant Record Dates according to their terms

and the provisions of Section 209; provided, further, that if the Redemption Date is after a Record Date and on or

prior to the Interest Payment Date, the accrued and unpaid interest shall be payable to the Holder of the redeemed Notes registered on

the relevant Record Date.

If any Note called for redemption

shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid, bear interest from the

Redemption Date at the rate prescribed therefor in the Note.

Section 307.           Notes

Redeemed in Part.

Any Note which is to be redeemed

only in part shall be surrendered 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 upon the receipt of a written direction of the Company, the Trustee shall authenticate

and deliver to the Holder of such Note without service charge, a new Note of like tenor, of any authorized denomination as requested by

such Holder, in principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.

Article IV

COVENANTS

Section 401.           Payment

of Principal, Premium, if any, and Interest.

The Company covenants and

agrees for the benefit of the Notes that it will duly and punctually pay the principal of and premium, if any, Redemption Price or Repurchase

Price and interest on the Notes in accordance with the terms of the Notes and this Indenture. Principal and interest shall be considered

paid on the date due if, on or before 11:00 a.m. (New York City time) on such date, the Trustee or the Paying Agent (or, if the Company

or any Subsidiary of a Credit Party is the Paying Agent, the segregated account or separate trust fund maintained by the Company or such

Subsidiary pursuant to Section 405) holds in accordance with this Indenture money sufficient to pay all principal and interest then

due.

The Company shall pay interest

on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the

same rate to the extent lawful as provided in Section 209.

Notwithstanding anything to

the contrary contained in this Indenture, the Company, the Guarantors or the Paying Agent may, to the extent it is required to do so by

law, deduct or withhold income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities

from principal or interest payments hereunder.

Section 402.           Liens.

The Credit Parties shall not,

and shall not cause or permit any of their respective Covered Subsidiaries to, create, assume, incur or guarantee any Indebtedness for

money borrowed that is secured by a pledge, mortgage, lien or other encumbrance (other than Permitted Liens) on any Voting Stock or profit

participating equity interests of their respective Covered Subsidiaries (to the extent of their ownership of such Voting Stock or profit

participating equity interests) or any entity that succeeds (whether by merger, consolidation, sale of assets or otherwise) to all or

any substantial part of the business of any of such Covered Subsidiaries, without providing that the Notes (together with, if the Credit

Parties shall so determine, any other Indebtedness of the Credit Parties ranking equally in right of payment with the Notes) will be secured

equally and ratably with or prior to all other Indebtedness secured by such pledge, mortgage, lien or other encumbrance on the Voting

Stock or profit participating equity interests of any such entities for so long as such other Indebtedness is so secured. This Section 402

shall not limit the ability of the Credit Parties or their Subsidiaries to incur Indebtedness or other obligations secured by liens on

assets other than the Voting Stock or profit participating equity interests of the Credit Parties and their respective Covered Subsidiaries.

Section 403.           Obligation

to Offer to Repurchase Upon a Change of Control Repurchase Event.

(1)            If

a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Notes pursuant to Article III,

the Company shall make an offer to each Holder of Notes to repurchase all or any part of that Holder’s Notes (the “Change

of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any

accrued and unpaid interest on the Notes repurchased to, but excluding, the date of repurchase (the “Repurchase Price”).

(2)            In

connection with any Change of Control related to a Change of Control Repurchase Event and any particular reduction in the rating on the

Notes, the Company shall request from the Rating Agencies each such Rating Agency’s written confirmation that such reduction in

the rating on the Notes was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in

respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below

Investment Grade Rating Event). The Company shall promptly deliver an Officers’ Certificate to the Trustee certifying as to whether

or not such confirmation has been received or denied.

(3)            Within

30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after

the public announcement of the Change of Control, the Company shall give notice to each Holder of Notes, with a written copy to the Trustee.

Such notice shall state:

(A)            a

description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event;

(B)            that

a Change of Control Offer is being made pursuant to this Section 403;

Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day that is no earlier than 30

days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price

Payment Date”); and

(D)            if

the notice is given prior to the date of consummation of the Change of Control, a statement that the Change of Control Offer is conditioned

on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

(4)            The

Company shall comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations

thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change

of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control

Repurchase Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be

deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.

(5)            On

the Repurchase Price Payment Date, the Company shall, to the extent lawful:

(A)            accept

for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(B)            deposit

with the Paying Agent an amount equal to the aggregate Repurchase Price in respect of all Notes or portions of Notes properly tendered;

and

or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate

principal amount of Notes or portions of Notes being repurchased.

The Paying Agent shall promptly

deliver to each Holder of Notes properly tendered the Repurchase Price for such Notes, and, upon receipt of a written direction from the

Company, the Trustee shall promptly authenticate (if applicable) and deliver (or cause to be transferred by book-entry) to each Holder

of Notes properly tendered a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that

each new Note representing any unpurchased portion of any Notes surrendered will be in a minimum principal amount of $2,000 or any integral

multiple of $1,000 in excess thereof.

(6)            Notwithstanding

the foregoing, the Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (i) a

third party makes such an offer in respect of the Notes in the manner, at the times and otherwise in compliance with the requirements

for an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn in respect of its offer

or (ii) the Company has given written notice of a redemption as provided under Section 304; provided that the Company

has not failed to pay the Redemption Price on the Redemption Date.

Section 404.           Maintenance

of Office or Agency.

The Company will maintain

an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer

or exchange, and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company

will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time

the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such

presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company hereby

appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from

time to time designate one or more other offices or agencies where Notes may be presented or surrendered for any or all 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 for such purposes. The Company will 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.

With respect to any Global

Note, and except as otherwise may be specified for such Global Note as contemplated by Section 207, the Corporate Trust Office of

the Trustee shall be the place where such Global Note may be presented or surrendered for payment or for registration of transfer or exchange,

or where successor Notes may be delivered in exchange therefor; provided, however, that any such payment, presentation,

surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Note shall be deemed to have been

effected for such Global Note in accordance with the provisions of this Indenture.

Section 405.           Money

for Notes Payments to Be Held in Trust.

If the Company shall at any

time act as Paying Agent with respect to the Notes, it will, on or before each due date for the principal of or premium, if any, or interest

on any of the Notes, segregate and hold in trust for the benefit of the Holders of such Notes a sum sufficient to pay the principal and

premium, if any, and interest so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided

and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall

have one or more Paying Agents for the Notes, it will, no later than 11:00 a.m. (New York City time) on each due date for the principal

of or premium, if any, or interest on the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held

in trust for the Holders of the Notes entitled to the same, and (unless such Paying Agent is the Trustee) the Company will promptly notify

the Trustee of its action or failure so to act.

The Company will cause each

Paying Agent for the Notes other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall

agree with the Trustee, subject to the provisions of this Section 405, that such Paying Agent shall hold in trust for the benefit

of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Notes and shall notify

the Trustee in writing of any default by the Company in making any such payment.

The Company may at any time,

for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct

any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee

upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying

Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Subject to any applicable

abandoned property law, 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, interest or the Redemption Price or Repurchase Price on the Notes and remaining unclaimed for

two years after such principal, premium, if any, interest or the Redemption Price or Repurchase Price has become due and payable shall

be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such

Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee

or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

Section 406.           Statement

by Officer as to Default.

The Company shall deliver

to the Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereof an Officer’s Certificate

of the Company signed by an Officer, stating whether or not, to the best knowledge of such Officer, the Company is in default in the performance

and observance of any of the terms, provisions and conditions of this Indenture applicable to it (without regard to any period of grace

or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and

status thereof of which such Officer may have knowledge.

The Company shall deliver

to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Event of

Default an Officer’s Certificate setting forth the details of such Event of Default, its status and the actions which the Company

is taking or proposes to take with respect thereto.

Section 407.           Waiver

of Certain Covenants.

The Company or the Guarantors,

as the case may be, may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set

forth in any covenant provided pursuant to Section 1001(1) or Section 1001(11) for the benefit of the Holders or in Article V,

if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Notes shall,

by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition,

but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such

waiver shall become effective, the obligations of the Company or the Guarantors, as the case may be, and the duties of the Trustee in

respect of any such term, provision or condition shall remain in full force and effect.

Article V

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

Section 501.           Company

and Guarantors May Merge or Transfer Assets on Certain Terms.

(a)            None

of the Credit Parties shall be a party to a Substantially All Merger or participate in a Substantially All Sale, other than sales, assignments,

transfers, losses, conveyances or other dispositions of Securitization Assets, Repurchase Agreement Assets, Investments or other

securities or assets in each case, in the ordinary course of business, unless:

(1)            such

Credit Party is the surviving Person, or the Person formed by or surviving such Substantially All Merger or to which such Substantially

All Sale has been made (the "Successor Party") is organized under the laws of the United States or any state thereof or the

District of Columbia (collectively, the “Permitted Jurisdictions”), and has expressly assumed by supplemental indenture

all of the obligations of such Credit Party under this Indenture;

(2)            immediately

after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and

(3)            the

Company delivers to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel, each stating that such transaction

and any supplemental indenture relating thereto comply with this Indenture and that all conditions precedent provided for in this Indenture

relating to such transaction have been complied with.

(b)            For

as long as any Notes under this Indenture remain Outstanding, each of the Credit Parties must be organized under the laws of a Permitted

Jurisdiction.

Section 502.           Successor

Party Substituted.

Upon the consummation of a

transaction contemplated by and consummated in accordance with Section 501, the Successor Party shall succeed to, and be substituted

for, and may exercise every right and power of, the applicable Credit Party under this Indenture, with the same effect as if such Successor

Party had been an original party to this Indenture, and, except in the case of a lease, the applicable Credit Party shall be released

from all of its liabilities and obligations under this Indenture and the Notes (including the Guarantees).

Article VI

GUARANTEE OF NOTES

Section 601.           Guarantee.

Each Guarantor hereby jointly

and severally and fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee hereunder,

and to the Trustee on behalf of each such Holder, the due and punctual payment in full of the principal of and premium, if any, and interest

on such Note when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for

redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on such Note and

all other amounts due and payable under this Indenture (collectively, the “Obligations”), in accordance with the terms

of this Indenture. If the Company shall fail to pay when due any Obligations, for whatever reason, each Guarantor shall be jointly and

severally obligated to pay in cash the same promptly. An Event of Default under this Indenture or the Notes shall entitle the Holders

of such Notes to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of

the Company.

Section 602.           Reserved.

Section 603.           Waiver.

To the fullest extent permitted

by applicable law, each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee

or any of the Holders exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the

event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with

respect to the Notes or the indebtedness evidenced thereby and all demands whatsoever, and covenants that no Guarantee will be discharged

in respect of the Notes except by complete performance of the Obligations contained in the Notes and in this Article.

Section 604.           Guarantee

of Payment.

Each Guarantee shall constitute

a guarantee of payment when due and not a guarantee of collection. The Guarantors hereby agree that, in the event of a default in payment

of principal of or premium, if any, or interest on the Notes, whether at its Stated Maturity, by declaration of acceleration, call for

redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of the Notes, subject to the

terms and conditions set forth in this Indenture, directly against the Guarantors to enforce the Guarantee without first proceeding against

the Company.

Section 605.           No

Discharge or Diminishment of Guarantee.

Subject to Section 610,

the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation,

termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver,

release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim,

recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Notes, this Indenture or the Obligations

or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged

or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce

any remedy under this Indenture or the Notes, any other guarantee or any other agreement, by any waiver, modification or indulgence of

any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of

any other Guarantor pursuant to Section 610 or by any other act or omission or delay to do any other act that may or might in any

manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of

law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the

foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of the

Notes, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable

upon redemption thereof) or change the Stated Maturity of any payment thereon.

Section 606.           Reserved.

Section 607.           Continued

Effectiveness.

Subject to Section 610,

each of the Guarantors further agrees that its Guarantee with respect to any Note hereunder shall remain in full force and effect and

continue to be irrevocable notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company

becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant

part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the

case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise

be restored or returned by the Trustee or any Holder of any Note, whether as a “voidable preference,” “fraudulent transfer”

upon bankruptcy or reorganization of the Company or otherwise, all as though such payment or performance had not been made, until the

date upon which the entire Obligation, if any, and interest on such Note has been, or has been deemed pursuant to the provisions of this

Indenture to have been paid in full. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on

any Note, such Note shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded,

reduced, restored or returned.

Section 608.           Subrogation.

In furtherance of the foregoing

and not in limitation of any other right of each of the Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation

when and as the same shall become due, each of the Guarantors hereby promises to and will, upon receipt of written demand by the Trustee

or any Holder of the Notes, forthwith pay, or cause to be paid, to the Holders in cash the amount of such unpaid Obligations, and thereupon

the Holders shall assign (except to the extent that such assignment would render a Guarantor a “creditor” of the Company within

the meaning of Section 547 of Title 11 of the United States Code as now in effect or hereafter amended or any comparable provision

of any successor statute) the amount of the Obligations owed to it and paid by such Guarantor pursuant to this Guarantee to such Guarantor,

such assignment to be pro rata to the extent the Obligations in question were discharged by such Guarantor, or make such other disposition

thereof as such Guarantor shall direct (all without recourse to the Holders, and without any representation or warranty by the Holders).

If (a) a Guarantor shall make payment to the Holders of all or any part of the Obligations and (b) all the Obligations and all

other amounts payable under this Indenture shall be paid in full, the Trustee will, at such Guarantor’s request, execute and deliver

to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by

subrogation to such Guarantor of an interest in the Obligations resulting from such payment by such Guarantor.

Section 609.           Subordination.

Upon payment by any Guarantor

of any sums to the Holders, as provided above, all rights of such Guarantor against the Company, arising as a result thereof by way of

right of subrogation or otherwise, shall in all respects be subordinated and junior in right of payment to the prior payment in full in

cash of all the Obligations to the Trustee; provided, however, that any right of subrogation that such Guarantor may have

pursuant to this Indenture is subject to Section 608.

Section 610.           Release

of Guarantor and Termination of Guarantee.

A Guarantor shall, upon the

occurrence of any of the following events, be automatically and unconditionally released and discharged from all obligations under this

Indenture and its Guarantee without any action required on the part of the Trustee or any Holder:

(1)            if

such Guarantor ceases or substantially contemporaneously ceases to (i) guarantee any Corporate Indebtedness (other than the Notes

and any Exchange Notes) and (ii) have any outstanding Corporate Indebtedness issued by such Guarantor;

(2)            at

any time such Guarantor is sold or disposed of (whether by merger, consolidation or the sale of all or substantially all of its assets)

to an entity that is not required to become a Guarantor, if such sale or disposition is otherwise in compliance with this Indenture, including

Article V hereof;

(3)            if

such Guarantor is dissolved or liquidated and such dissolution or liquidation is not an Event of Default (excluding an Event of Default

under Section 701(5));

(4)            the

Company effects a Defeasance or Covenant Defeasance in accordance with Article XII hereof; or

(5)            the

full and final payment of the Notes.

The Trustee shall deliver

an appropriate instrument evidencing such release upon receipt of a request of the Company accompanied by an Officer’s Certificate

certifying as to the compliance with this Section 610.

Section 611.           Limitation

of Guarantors’ Liability.

Each Guarantor, and by its

acceptance hereof, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor not

constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act,

the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantor or Guarantee. To effectuate

the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture

and its Guarantee shall be limited to the maximum aggregate amount which, after giving effect to all other contingent and fixed liabilities

of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of, any other Guarantor in respect

of the obligations of such Guarantor under its Guarantee or pursuant to any other obligations under this Indenture, will result in the

obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Each Guarantee is expressly

limited so that in no event, including the acceleration of the Maturity of the Notes, shall the amount paid or agreed to be paid in respect

of interest on the Notes (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable

law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts

deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or

other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to

pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such

maximum permissible amount and any amounts collected by any holder of any Note in excess of the permissible amount shall be automatically

applied to reduce the outstanding principal on such Note.

Section 612.           No

Obligation to Take Action Against the Company.

Neither the Trustee, any Holder

nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or take any other steps under any Note for

the Obligations or against the Company or any other Person or any property of the Company or any other Person before the Trustee, such

Holder or such other Person is entitled to demand payment and performance by any or all Guarantors of their liabilities and obligations

under their Guarantee.

Section 613.           Execution

and Delivery.

To evidence its Guarantee

set forth in this Article VI, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an

Officer of such Guarantor.

Each Guarantor hereby agrees

that its Guarantee set forth in this Article VI shall remain in full force and effect notwithstanding the absence of the endorsement

of any notation of such Guarantee on any Notes.

If an Officer whose signature

is on this Indenture no longer holds that office at the time the Trustee authenticates any Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by

the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on

behalf of the Guarantors.

Article VII

REMEDIES

Section 701.           Events

of Default.

An “Event of Default”

means, whenever used herein or in a Note issued hereunder, any one of the following events (whatever the reason for such Event of Default

and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any

court or any order, rule or regulation of any administrative or governmental body):

(1)            the

Company defaults in the payment of any installment of interest on the Notes when due and payable, and such default continues for a period

of 30 days;

(2)            the

Company defaults in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable, regardless

of whether such payment became due and payable at their Stated Maturity, upon redemption, upon declaration of acceleration or otherwise;

(3)            the

Company defaults in the payment of the Repurchase Price when due in connection with a Change of Control Repurchase Event;

(4)            any

Credit Party defaults in the performance of, or breaches, any of its covenants and agreements in respect of the Notes (other than those

referred to in (1), (2) or (3) above), and such default or breach continues for a period of 90 days after the notice specified

below;

(5)            except

as otherwise provided herein, a Guarantee of any Guarantor ceases to be in full force and effect or is declared to be null and void and

unenforceable or such Guarantee is found to be invalid and such default continues for 30 days or a Guarantor denies its liability under

its Guarantee (other than by reason of release of such Guarantee in accordance with the terms of this Indenture);

(6)            the

Company or any Significant Subsidiary, pursuant to or within the meaning of the Bankruptcy Law:

(A)            commences

a voluntary case or proceeding;

(B)            consents

to the entry of an order for relief against it in an involuntary case or proceeding;

to the appointment of a Custodian of it or for all or substantially all of its property;

(D)            makes

a general assignment for the benefit of its creditors;

(E)            files

a petition in bankruptcy or answer or consent seeking reorganization or relief;

(F)            consents

to the filing of such petition or the appointment of or taking possession by a Custodian; or

(G)            takes

any comparable action under any foreign laws relating to insolvency; or

(7)            a

court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)            is

for relief against the Company or any Guarantor in an involuntary case, or adjudicates the Company or any Guarantor insolvent or bankrupt;

(B)            appoints

a Custodian of the Company or any Guarantor or for all or substantially all of the property of the Company or any Guarantor; or

the winding-up or liquidation of the Company or any Guarantor (or any similar relief is granted under any foreign laws),

and the order or decree remains

unstayed and in effect for 90 days.

A Default with respect to

the Notes under clause (4) of this Section 701 shall not be an Event of Default until the Trustee (by written notice to the

Company and the Guarantors) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes (by written notice

to the Company and the Guarantors and the Trustee) gives notice of the Default and the Company and the Guarantors do not cure such Default

within the time specified in clause (4) after receipt of such notice. Such notice must specify the Default, demand that it be remedied

and state that such notice is a “Notice of Default.”

The Trustee is not to be charged

with knowledge of any Default or Event of Default or knowledge of any cure of any default or Event of Default unless either (i) an

authorized officer of the Trustee with direct responsibility for the Indenture has actual knowledge of such Default or Event of Default

or (ii) written notice of such default or Event of Default has been given to the Trustee by the Company or any Holder.

Section 702.           Acceleration

of Maturity; Rescission and Annulment.

If an Event of Default with

respect to the Notes at the time Outstanding (other than an Event of Default specified in Section 701(6) or Section 701(7))

occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the

Outstanding Notes may declare the principal amount of all the Notes, together with premium, if any, and any accrued and unpaid interest

thereon, to be due and payable immediately, by a notice in writing to the Company and the Guarantors (and to the Trustee if given by Holders),

and upon any such declaration, such principal amount (or specified amount), together with premium, if any, and any accrued and unpaid

interest thereon, shall become immediately due and payable. If an Event of Default specified in Section 701(6) or Section 701(7) with

respect to the Notes at the time Outstanding occurs, the principal amount of all the Notes, together with any accrued and unpaid interest

thereon, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately

due and payable. Upon payment of such amount, all obligations of the Company in respect of the payment of principal, premium, if any,

and interest of the Notes shall terminate.

At any time after such a declaration

of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due based on such acceleration

has been obtained by the Trustee as hereinafter in this Article VII provided, the Holders of a majority in aggregate principal amount

of the Outstanding Notes, by written notice to the Company, the Guarantors and the Trustee, may rescind and annul such declaration and

its consequences if:

(1)            the

Company or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay:

(A)            all

overdue interest on the Notes,

(B)            the

principal of and premium, if any, on the Notes which have become due otherwise than by such declaration of acceleration and any interest

thereon at the rate prescribed therefor in the Notes,

the extent that payment of such interest is lawful, interest upon overdue interest at the rate prescribed therefor in the Notes, and

(D)            all

sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee (including the

reasonable compensation, expenses, disbursement and advances of its agents and counsel); and

(2)            all

Events of Default with respect to the Notes, other than the nonpayment of the principal of the Notes which have become due solely by such

declaration of acceleration, have been cured or waived as provided in Section 712.

No such rescission shall affect

any subsequent default or impair any right consequent thereon.

Section 703.           Collection

of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that

if (1) default is made in the payment of any interest on the Notes 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, on the Notes at the Maturity

thereof, it will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Notes, the whole amount then

due and payable on such Notes for principal and premium, if any, and interest and, to the extent that payment of such interest shall be

legally enforceable, interest on any overdue principal and premium and on any overdue interest at the rate prescribed therefor in the

Notes, 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 an Event of Default with

respect to Notes occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights

of the Holders of the Notes by such appropriate judicial proceedings as the Trustee shall deem necessary 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 704.           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, any Guarantor or any other obligor upon the Notes or the property of the Company, any Guarantor or of such other

obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes 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 or any Guarantor for

the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise

(1)            to

file and prove a claim for the whole amount of principal and premium, if any, and interest owing and unpaid in respect of the Notes 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, including, without limitation, the reasonable compensation,

expenses, disbursements and advances of its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(2)            to

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

and any custodian, receiver,

assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by the Holder

to make such payments to the Trustee and in the event that the Trustee shall consent to the making of such payments directly to the Holders,

to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents

and counsel, and for any other amounts due the Trustee under Section 807.

No provision of this Indenture

shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,

arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in

respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders,

vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

Section 705.           Reserved.

Section 706.           Application

of Money Collected.

Any money collected by the

Trustee pursuant to this Article VII, and any money or other property distributable in respect of the Company’s obligations

under this Indenture after the occurrence of an Event of Default, 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, premium, if any, or interest, upon presentation

of the Notes 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 in all of its capacities hereunder (including any predecessor Trustee) under this Indenture;

SECOND: To the payment of

the amounts then due and unpaid for principal of and premium, if any, and interest on the Notes in respect of which or for the benefit

of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable

on such Notes for principal and premium, if any, and interest, respectively; and

THIRD: To the payment of the

remainder, if any, to the Company or the Guarantors.

Section 707.           Limitation

on Suits.

Except as otherwise provided

in Section 708, no Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this

Indenture or the Notes or any Guarantees, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar

official) or for any other remedy hereunder, unless:

(1)            Such

Holder has previously given written notice to the Trustee of a continuing Event of Default, specifying an Event of Default with respect

to the Notes;

(2)            the

Holders of not less than 25% in aggregate principal amount of the Outstanding Notes 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 indemnity and/or security satisfactory to it against the costs, expenses and liabilities

to be incurred in compliance with such request;

(4)            the

Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity and/or

security; 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 aggregate principal amount of the Outstanding Notes;

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 of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or

not such actions or forbearances are unduly prejudicial to such Holders).

Section 708.           Unconditional

Right of Holders to Receive Principal, Premium, if any, and Interest.

Notwithstanding any other

provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the

principal of and premium, if any, and, subject to Section 209, interest on such Note on the respective Stated Maturities expressed

in such Note (or, in the case of redemption or repayment, on the Redemption Date or date for repayment, as the case may be) 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 709.           Rights

and Remedies Cumulative.

Except as otherwise provided

with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 208, no

right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy,

and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given

hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,

or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 710.           Delay

or Omission Not Waiver.

No delay or omission of the

Trustee or of any Holder of any Notes 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 VII

or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee

or by the Holders, as the case may be.

Section 711.           Control

by Holders.

The Holders of not less than

a majority in aggregate principal amount of the Outstanding Notes 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

Notes; provided that

(1)            such

direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Trustee in any personal

liability, and

(2)            the

Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Before proceeding to exercise

any right or power hereunder at the direction of the Holders, the Trustee shall be entitled to receive from such Holders security or indemnity

and/or security satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request

or direction.

Section 712.           Waiver

of Past Defaults.

The Holders of not less than

a majority in aggregate principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes waive any past Default

hereunder with respect to such Notes and its consequences, except a Default

(1)            in

the payment of the principal of or premium, if any, or interest on any Note or the Repurchase Price in connection with a Change of Control

Repurchase Event or the Redemption Price in connection with any redemption of Notes, or

(2)            in

respect of a covenant or provision hereof which under Article X cannot be modified or amended without the consent of the Holder of

each Outstanding Note affected,

provided that there has been paid or deposited

with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all fees, expenses and disbursements

advanced by the Trustee, its agents and its counsel incurred in connection with such Default or Event of Default.

Upon any such waiver, such

Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this

Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 713.           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, suffered or omitted by it as Trustee,

a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess reasonable costs

against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this

Section 713 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an

assessment in any suit instituted by the Company, any Guarantor or the Trustee, a suit by a Holder under Section 708, or a suit by

Holders of more than 10% in aggregate principal amount of the Outstanding Notes.

Section 714.           Waiver

of Usury, Stay or Extension Laws.

Each of the Company and the

Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever

claim or take the benefit or advantage of, any usury, 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 each of the Company and the Guarantors (to the extent that it may lawfully

do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution

of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been

enacted.

Section 715.           Restoration

of Rights and Remedies.

If the Trustee or any Holder

has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned

for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination

in such proceeding, the Company, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former

positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding

had been instituted.

Article VIII

THE TRUSTEE

Section 801.           Certain

Duties and Responsibilities of Trustee.

(1)            Except

during the continuance of an Event of Default pursuant to this Indenture with respect to any Notes,

(A)            the

Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Notes,

and no implied covenants or obligations shall be read into this Indenture against the Trustee with respect to such Notes; and

(B)            in

the absence of bad faith on its part, the Trustee may conclusively rely with respect to the Notes, as to the truth of the statements and

the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements

of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be

furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements

of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions

or conclusions stated therein).

(2)            In

case an Event of Default with respect to any Notes has occurred and is continuing, the Trustee shall exercise such of the rights and powers

vested in it by this Indenture with respect to such Notes, and use the same degree of care and skill in their exercise, as a prudent person

would exercise or use under the circumstances in the conduct of his or her own affairs.

(3)            No

provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly

negligent failure to act, or its own willful misconduct, except that:

(A)            this

Section 801(3) shall not be construed to limit the effect of Section 801(1) or Section 801(4);

(B)            the

Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved in a court

of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; and

Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction

of the Holders of a majority in aggregate principal amount of the Outstanding Notes, determined as provided in Sections 101, 711, and

1303, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust

or power conferred upon the Trustee, under this Indenture with respect to the Notes.

(4)            No

provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the

performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for

believing that repayment of such funds or adequate indemnity and/or security against such risk or liability is not reasonably assured

to it.

Whether or not therein expressly

so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee

shall be subject to the provisions of this Section 801.

Section 802.           Notice

of Defaults.

If a Default occurs with respect

to the Notes and is continuing and written notice of such Default has been received by a Responsible Officer of the Trustee at the Corporate

Trust Office of the Trustee, the Trustee shall give to each Holder of Notes a notice of Default within 90 days after such written notice

is received by such Responsible Officer. Except in the case of a Default in payment of principal of (or premium, if any) or interest on

the Notes, or the Repurchase Price in connection with a Change of Control Repurchase Event or the Redemption Price in connection with

any redemption of Notes, the Trustee may withhold notice if and so long as a committee of responsible trust officers of the Trustee in

good faith determines that withholding such notice is in the interests of Holders of Notes.

Section 803.           Certain

Rights of Trustee.

Subject to the provisions

of Section 801:

(1)            the

Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other

paper or document believed 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, and any resolution

of the Board of Directors shall be sufficiently evidenced by a Company Resolution thereof;

(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, conclusively rely upon an Officer’s Certificate of the Company or the Guarantors;

(4)            the

Trustee may consult with counsel of its selection and the 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;

(5)            the

Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction

of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security and/or indemnity satisfactory

to it 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, other evidence of indebtedness or other paper or document,

but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,

if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises

of the Company or the Guarantors, personally or by agent or attorney at the sole cost of the Company or the Guarantors and shall incur

no liability or additional liability of any kind by reason of such inquiry or investigation;

(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

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 and to its agents;

(9)            the

Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to

be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(10)            anything

in this Indenture notwithstanding, in no event shall the Trustee be responsible or liable for special, indirect, incidental, punitive

or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee

has been advised of the likelihood of such loss or damage and regardless of the form of action;

(11)            in

no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out

of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,

acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions

of utilities, communications or computer (software and hardware) services (it being understood that the Trustee shall use reasonable efforts

which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances);

(12)            the

Trustee shall not be deemed to have notice of any Event of Default unless written notice of such Event of Default, as the case may be,

has been received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the

Notes, the Company and this Indenture;

(13)            The

Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;

(14)            the

Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers

authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person

authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously

delivered and not superseded; and

(15)            the

permissive right of the Trustee to take or refrain from taking action hereunder shall not be construed as a duty.

(16)            if

at any time the Trustee is served with any arbitral, judicial or administrative order, judgment, award, decree, writ or other form of

arbitral, judicial or administrative process which in any way affects this Indenture, the Notes, or any part thereof or funds held by

it (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions), it shall be authorized

to comply therewith in any manner as it or its legal counsel of its own choosing determines necessary, and if the Trustee complies with

any such arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative

process, the Trustee shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment,

award, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

Section 804.           Not

Responsible for Recitals or Issuance of Notes.

The recitals contained herein

and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company or any of

the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity

or sufficiency of this Indenture or of the Notes or the Guarantees. The Trustee shall not be accountable for the use or application by

the Company of Notes or the proceeds thereof.

Section 805.           May Hold

Notes.

The Trustee, any Paying Agent,

any Security Registrar or any other agent of the Company or the Guarantors, in its individual or any other capacity, may become the owner

or pledgee of Notes and, subject to Sections 808 and 813, may otherwise deal with the Company with the same rights it would have if it

were not Trustee, Paying Agent, Security Registrar or such other agent.

Section 806.           Money

Held in Trust.

Money held by the Trustee

in trust hereunder shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but

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 807.           Compensation

and Reimbursement.

The Company and each Guarantor,

jointly and severally, agrees:

(1)            to

pay to the Trustee from time to time such reasonable compensation as shall be agreed upon in writing between the parties hereto for all

services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a

trustee of an express trust);

(2)            except

as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances

incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable

expenses and disbursements of its agents and counsel and all Persons not regularly in its employ), except any such expense, disbursement

or advance as may be attributable to its gross negligence or willful misconduct (as adjudicated by a court of competent jurisdiction in

a final non-appealable decision); and

(3)            to

indemnify each of the Trustee or any predecessor Trustee and their officers, agents, directors and employees (collectively, "Trustee

Parties") for, and to hold them harmless against, any and all loss, damage, claims, liability or expense incurred without gross negligence

or willful misconduct on its part (as adjudicated by a court of competent jurisdiction in a final non-appealable decision), arising out

of or in connection with this Indenture, the Notes and the transactions contemplated hereby and thereby, including the acceptance or administration

of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company,

any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties

hereunder, or in connection with enforcing the provisions of this Section 807. The Company need not reimburse any expense or indemnify

against any loss, damage, claim, liability or expense caused by or resulting from the willful misconduct or gross negligence of the Trustee

or any Trustee Party (as adjudicated by a court of competent jurisdiction in a final non-appealable decision). The Company need not pay

for any settlement made by the Trustee or any Trustee Party without the Company’s written consent, such consent not to be unreasonably

withheld.

In addition to, but without

prejudice to its other rights under this Indenture, when the Trustee incurs expenses or renders services in connection with an Event of

Default specified in Section 701(6) or (7), the expenses (including the reasonable charges and expenses of its counsel) and

the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy,

insolvency or other similar law.

“Trustee” for

purposes of this Section 807 shall include any predecessor Trustee; provided, however, that the gross negligence or

willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

As security for the performance

of the obligations of the Company under this Section 807, the Trustee shall have a lien prior to the Notes upon all property and

funds held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 807, except with

respect to funds held in trust for the benefit of the Holders of particular Notes for the payment of principal of and premium, if any,

or interest.

The provisions of this Section 807

shall survive the satisfaction and discharge of the Notes, the termination for any reason of this Indenture and the resignation or removal

of the Trustee.

Section 808.           Conflicting

Interests.

If the Trustee has or shall

acquire a conflicting interest within the meaning of Section 310(b) of the Trust Indenture Act, 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 809.           Corporate

Trustee Required; Eligibility.

The Trustee shall be a Person

that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has

its Corporate Trust Office in the Borough of Manhattan, The City of New York or any other major city in the United States that is acceptable

to the Company. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising

or examining authority, then for the purposes of this Section 809 and to the extent permitted by the Trust Indenture Act, the combined

capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent annual report

of condition so published. If at any time the Trustee with respect to the Notes shall cease to be eligible in accordance with the provisions

of this Section 809, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VIII.

Section 810.           Resignation

and Removal; Appointment of Successor.

No resignation or removal

of the Trustee and no appointment of a successor Trustee pursuant to this Article VIII shall become effective until the acceptance

of appointment by the successor Trustee in accordance with the applicable requirements of Section 811.

The Trustee or any successor

hereafter appointed may resign at any time with respect to the Notes by giving written notice thereof to the Company. If the instrument

of acceptance by a successor Trustee required by Section 811 shall not have been delivered to the Trustee within 30 days after the

giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction

for the appointment of a successor Trustee with respect to the Notes.

The Trustee may be removed

at any time with respect to the Notes by Act of the Holders of a majority in aggregate principal amount of the Outstanding Notes, upon

written notice delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 811

shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may

petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to

the Notes.

If at any time:

(1)            the

Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 808 after written request

therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six months, unless the Trustee’s

duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or

(2)            the

Trustee shall fail to comply with Section 808 after written request therefor by the Company, any of the Guarantors or any Holder

who has been a bona fide Holder of a Note for at least six months, or

(3)            the

Trustee shall cease to be eligible under Section 809 and shall fail to resign after written request therefor by the Company, any

of the Guarantors or any such Holder, or

(4)            the

Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or

a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or control of

the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the

Company or any of the Guarantors may remove the Trustee with respect to all Notes or (B) subject to Section 713, Holders of

10% in aggregate principal amount of Notes who have been bona fide Holders of such Notes for at least six months may, on behalf

of themselves and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect

to all Notes and the appointment of a successor Trustee or Trustees.

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 Notes,

the Company or any of the Guarantors shall promptly appoint a successor Trustee or Trustees with respect to the Notes (it being understood

that any such successor Trustee may be appointed with respect to the Notes and that at any time there shall be only one Trustee with respect

to the Notes) and shall comply with the applicable requirements of Section 811. If, within one year after such resignation, removal

or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Notes shall be appointed by Act of the Holders

of a majority in aggregate principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor

Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 811,

become the successor Trustee with respect to the Notes and to that extent supersede the successor Trustee appointed by the Company or

any of the Guarantors. If no successor Trustee with respect to the Notes shall have been so appointed by the Company, any of the Guarantors

or the Holders and accepted appointment in the manner required by Section 811, Holders of 10% in aggregate principal amount of Notes

who have been bona fide Holders of Notes for at least six months may, on behalf of themselves and all others similarly situated,

petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes.

The Company or the Guarantors

shall give notice of each resignation and each removal of the Trustee with respect to the Notes and each appointment of a successor Trustee

with respect to the Notes to all Holders of Notes in the manner provided in Section 1305. Each notice shall include the name of the

successor Trustee with respect to the Notes and the address of its Corporate Trust Office.

Section 811.           Acceptance

of Appointment by Successor.

In case of the appointment

hereunder of a successor Trustee with respect to all Notes, every such successor Trustee so appointed shall execute, acknowledge and deliver

to the Company, and to the Guarantors and the retiring Trustee a written 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, but, on the request of the Company, any of the Guarantors

or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver a written 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 nonetheless to the lien provided for in Section 807.

In case of the appointment

hereunder of a successor Trustee with respect to the Notes, the Company, the Guarantors, the retiring Trustee and each successor Trustee

with respect to the Notes shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such

appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each

successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes; and upon the execution

and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided

therein and the successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts

and duties of the retiring Trustee with respect to the Notes; but, on request of the Company, any of the Guarantors or any successor Trustee,

such retiring Trustee shall duly assign, transfer and deliver to the successor Trustee all property and money held by such retiring Trustee

hereunder with respect to the Notes nonetheless to the lien provided for in Section 807.

Upon request of the successor

Trustee, the Company and the Guarantors 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 the first or second preceding paragraph, as the case may be.

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 VIII.

Upon acceptance of appointment

by a successor trustee as provided in this Section, the successor Trustee shall transmit notice of the succession of such trustee hereunder

by mail, first class postage prepaid, to the Holders, as their names and addresses appear upon the Security Register.

Section 812.           Merger,

Conversion, Consolidation or Succession to Business.

Any Person into which the

Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation

to which the Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee,

shall be the successor of the Trustee hereunder; provided that such Person shall be otherwise qualified and eligible under this

Article VIII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any

Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion, consolidation

or sale to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if

such successor Trustee had itself authenticated such Notes; and in case at that time any Notes shall not have been authenticated, any

successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to

the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture

provided that the certificate of the Trustee shall have.

Section 813.           Preferential

Collection of Claims Against Company.

The Trustee shall comply with

Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust

Indenture Act. A Trustee who has resigned or has been removed shall comply with Section 311(a) of the Trust Indenture Act to

the extent indicated.

Section 814.           Trustee’s

Application for Instructions from the Company.

Any application by the Trustee

for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed (to the extent not

provided for in this Indenture) to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action

shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee

in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be

less than 10 Business Days after the date any officer of the Company actually receives such application, unless any such officer shall

have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission),

the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

Article IX

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE, THE COMPANY AND THE GUARANTORS

Section 901.           Company

to Furnish Trustee Names and Addresses of Holders.

If the Trustee is not the

Security Registrar, the Company shall cause the Security Registrar to furnish to the Trustee, in writing at least five Business Days before

each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the

Trustee may reasonably require of the names and addresses of Holders of the Notes.

Section 902.           Preservation

of Information; Communications to Holders.

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 901 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar.

The Trustee may dispose of any list furnished to it as provided in Section 901 upon receipt of a new list so furnished.

The rights of Holders to communicate

with other Holders with respect to their rights under this Indenture or under the Notes, and the corresponding rights and privileges of

the Trustee, shall be as provided by the Trust Indenture Act.

Section 903.           Reports

by Trustee.

The Trustee shall transmit

to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture

Act at the times and in the manner provided pursuant thereto.

A copy of each such report

shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange and automated quotation system, if

any, upon which any Notes are listed, with the Commission (if accepted for filing by the Commission) and the Company.

Section 904.           Reports

by the Company and the Guarantors.

The Company shall file (1) with

the Trustee 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 by rules and regulations prescribe) which the Company is 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 to file with the Trustee and the SEC, in accordance with rules and regulations prescribed

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 in such

rules and regulations, and (2) with the Trustee and the SEC, in accordance with rules and regulations prescribed by the

SEC, such additional information, documents, and reports with respect to compliance by such obligor with the conditions and covenants

provided for in the Indenture, as may be required by such rules and regulations.

Anything in this Indenture

to the contrary notwithstanding, the Company shall be deemed to have satisfied its obligation to mail, transmit or otherwise furnish any

information pursuant to the immediately preceding paragraph of this Section 904 by (a) filing or furnishing such information

(or another document containing the information) with the Commission for public availability or (b) posting such information (or

another document containing the information) on a website (which may be a password protected website) hosted by the Company or by a third

party.

Article X

SUPPLEMENTAL INDENTURES

Section 1001.         Supplemental

Indentures Without Consent of Holders.

Without the consent of any

Holders, the Company, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental

hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1)            to

add to the covenants for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company or any Guarantor

hereunder, under any indenture supplemental hereto or under the Notes;

(2)            to

evidence the succession of another Person to the Company or any Guarantor, or successive successions, and the assumption by the Successor

Party of the covenants, agreements and obligations of the Company or such Guarantor pursuant to Article V;

(3)            to

add any additional Events of Default for the benefit of the Holders of the Notes;

(4)            to

add new guarantors or co-issuers;

(5)            to

provide for the release of any Guarantor in accordance with this Indenture;

(6)            to

secure the Notes;

(7)            to

evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change

any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder

by more than one Trustee, pursuant to the requirements of Section 811;

(8)            to

provide for the issuance of Additional Notes;

(9)            to

comply with the rules of any applicable Depositary;

(10)          to

add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of

Notes in uncertificated form (provided that the uncertificated Notes are issued in registered form for purposes of section 163(f) of

the Internal Revenue Code);

(11)          to

add to, change or eliminate any of the provisions of this Indenture in respect of the Notes; provided that any such addition, change

or elimination (A) shall neither (i) apply to any Notes created prior to the execution of such supplemental indenture and entitled

to the benefit of such provision nor (ii) modify the rights of the Holder of any such Note with respect to such provision or (B) shall

become effective only when there are no Notes Outstanding that are created prior to the execution of such supplemental indenture and are

entitled to the benefit of such provision;

(12)          to

cure any ambiguity or omission, to correct or supplement any provision of this Indenture or in any supplemental indenture which may be

defective or inconsistent with any other provision herein or in any supplemental indenture;

(13)          to

provide for the issuance of Exchange Notes or private exchange notes, which are identical to Exchange Notes except that they are not freely

transferable in exchange for Notes and which shall be treated, together with any outstanding Notes, as a single class of securities, or

to comply with the requirements of the Trust Indenture Act and any rules promulgated under the Trust Indenture Act, including

in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act;

(14)          to

change any other provision contained in the Notes or under this Indenture; provided that such action pursuant to this clause (15) shall

not adversely affect the rights of the Holders of the Notes in any material respect; and

(15)          to

conform the text of this Indenture, the Notes or any supplemental indenture to any provision of the “Description of the Notes”

contained in the Company’s offering memorandum dated June 15, 2026 relating to the Initial Notes, in each case, as stated in

an Officer’s Certificate.

For the purposes of this Indenture,

no amendment to cure any ambiguity, defect or inconsistent provision in this Indenture or the Notes made solely to conform this Indenture

or the Notes to the “Description of the Notes” contained in the Company’s offering memorandum dated June 15, 2026

relating to the Initial Notes shall be deemed to adversely affect the interests of the Holders of any Notes.

Section 1002.         Supplemental

Indentures With Consent of Holders.

With the consent of the Holders

of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including

consents obtained in connection with a tender offer or exchange for Notes), by Act of said Holders delivered to the Company, the Guarantors

and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose

of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner

the rights of the Holders of the Notes under this Indenture; provided, however, no such supplemental indenture shall, without

the consent of the Holder of each Outstanding Note affected thereby:

(1)            change

the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note;

(2)            reduce

the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to

Section 702 or the Stated Maturity thereof pursuant to Section 703, or reduce the rate of or extend the time of payment of interest

on any Note;

(3)            reduce

the price at which the Notes must be repurchased in connection with a Change of Control Repurchase Event;

(4)            reduce

any premium payable upon the redemption of or change the date on which any Note may or must be redeemed;

(5)            change

the coin or currency in which the principal of or premium, if any, or interest on any Note is payable;

(6)            impair

the contractual right of any Holder to institute suit for the enforcement of payment of principal amount, interest, or premium on or after

the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);

(7)            reduce

the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for modification or amendment of

this Indenture or any 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;

(8)            modify

any of the provisions of this Section 1002, Section 407 and Section 712 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 Note

affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect

to changes in the references to “the Trustee” and concomitant changes in this Section 1002 and Section 407, or the

deletion of this proviso, in accordance with the requirements of Sections 810 and 1001(7);

(9)            subordinate

the Notes or any Guarantee to any other obligation of the Company or the applicable Guarantor;

(10)          release

any Guarantee other than in accordance with this Indenture; or

(11)          modify

clauses (1) through (10) above.

It shall not be necessary

for any Act of Holders under this Section 1002 to approve the particular form of any proposed supplemental indenture, but it shall

be sufficient if such Act shall approve the substance thereof.

In addition, the Holders of

at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all such Notes, waive compliance

with the Credit Parties’ covenants described under Section 401 and Section 402 and Article V of this Indenture.

Section 1003.         Execution

of Supplemental Indentures.

In executing, or accepting

the additional trusts created by, any supplemental indenture permitted by this Article X or the modifications thereby of the trusts

created by this Indenture, the Trustee shall be entitled to receive, and, subject to Section 801, shall be fully protected in relying

upon, in addition to the documents required by Section 1301, an Opinion of Counsel or an Officer’s Certificate stating that

the execution of such supplemental indenture is authorized or permitted by this Indenture, that such supplemental indenture is the legal,

valid and binding obligation of the Company enforceable against it in accordance with its terms, and that all conditions precedent in

this Indenture to the execution of such supplemental indenture, if any, have been complied with; provided, however, that

no such Opinion of Counsel shall be required in the case of any supplemental indenture executed and delivered concurrently with the original

execution and delivery of 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, indemnities, protections or immunities under this Indenture or otherwise.

Section 1004.         Effect

of Supplemental Indentures.

Upon the execution of any

supplemental indenture under this Article X, 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 Notes theretofore or thereafter authenticated and delivered

hereunder shall be bound thereby.

Section 1005.         Conformity

with Trust Indenture Act.

Every supplemental indenture

executed pursuant to this Article X shall conform to the requirements of the Trust Indenture Act.

Section 1006.         Notice

of Supplemental Indenture; Reference in Notes to Supplemental Indentures.

After a supplemental indenture

under Section 1001 and 1002 becomes effective, the Company shall mail to the Trustee a notice briefly describing such supplemental

indenture or a copy of such supplemental indenture and the Trustee shall on behalf of the Company and at the expense of the Company mail

such notice or supplemental indenture to Holders affected thereby. Any failure of the Trustee to mail such notice, or any defect therein,

or any failure of the Trustee to mail such supplemental indenture, shall not in any way impair or affect the validity of any such supplemental

indenture.

Notes authenticated and delivered

after the execution of any supplemental indenture pursuant to this Article X 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 Notes

so modified as to conform, in the opinion of 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 Notes.

Article XI

SATISFACTION AND DISCHARGE

Section 1101.         Satisfaction

and Discharge of Indenture.

This Indenture shall, upon

Company Request, cease to be of further effect with respect to the Notes (except as to any surviving rights of registration of transfer

or exchange of Notes herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments

acknowledging satisfaction and discharge of this Indenture as to the Notes, when:

(1)            either

(A)           all

Notes theretofore authenticated and delivered (other than (i) Notes which have been mutilated, destroyed, lost or stolen and which

have been replaced or paid as provided in Section 208 and (ii) Notes for whose payment money has theretofore been deposited

in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided

in Section 405) have been delivered to the Trustee for cancellation; or

(B)            all

such Notes 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 of the date of deposit, or

(iii)           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 (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose,

money in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for

cancellation, for principal and premium, if any, and interest to the date of such deposit (in the case of Notes which have become due

and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2)            the

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

(3)            the

Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel, each stating that all conditions

precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Notes have been complied with.

Notwithstanding the satisfaction

and discharge of this Indenture, the obligations of the Company to the Trustee under Section 807 and, if money shall have been deposited

with the Trustee pursuant to subclause (B) of clause (1) of this Section 1101, the obligations of the Trustee under the

last paragraph of Section 405 and Section 1102 shall survive.

Section 1102.         Application

of Trust Money.

Subject to the provisions

of the last paragraph of Section 405, all money deposited with the Trustee pursuant to Section 1101 shall be held in trust and

applied by it, in accordance with this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting

as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for whose

payment such money has been deposited with the Trustee. All money deposited with the Trustee pursuant to Section 1101 (and held by

it or any Paying Agent) for the payment of Securities subsequently converted into other property shall be returned to the Company upon

Company Request. The Company may direct by a Company Order the investment of any money deposited with the Trustee pursuant to Section 1101,

without distinction between principal and income, in (1) United States Treasury securities with a maturity of one year or less or

(2) a money market fund that invests solely in short-term United States Treasury securities (including money market funds for which

the Trustee or an Affiliate of the Trustee serves as investment advisor, administrator, shareholder, servicing agent and/or custodian

or sub-custodian, notwithstanding that (a) the Trustee charges and collects fees and expenses from such funds for services rendered

and (b) the Trustee charges and collects fees and expenses for services rendered pursuant to this Indenture at any time) and from

time to time the Company may direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria

specified in clause (1) or (2) of this Section 1102.

Article XII

DEFEASANCE AND COVENANT DEFEASANCE

Section 1201.         Defeasance

and Discharge.

The Company and the Guarantors

shall be deemed to have been discharged from their respective obligations with respect to the Notes and related Guarantees as provided

in this Section 1201 on and after the date the conditions set forth in Section 1203 are satisfied (hereinafter called “Defeasance”).

For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire

indebtedness represented by the Notes and Guarantees and to have satisfied all its other obligations under the Notes and Guarantees and

this Indenture insofar as the Notes and Guarantees are concerned (and the Trustee, at the expense of the Company or the Guarantors, as

the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise

terminated or discharged hereunder: (1) the rights of Holders of the Notes to receive, solely from the trust fund described in Section 1203

and as more fully set forth in such Section 1204, payments in respect of the principal of and premium, if any, and interest on the

Notes when payments are due, (2) the Company’s obligations with respect to the Notes and the Guarantors’ obligations

with respect to such Guarantees under Sections 206, 208, 404 and 405, (3) the rights, powers, trusts, duties and immunities of the

Trustee hereunder and (4) this Article XII. Subject to compliance with this Article XII, the Company may exercise its option,

if any, to have this Section 1201 applied to the Notes and the Guarantees notwithstanding the prior exercise of its option, if any,

to have Section 1202 applied to the Notes and Guarantees.

Section 1202.         Covenant

Defeasance.

Upon the Company’s exercise

of its option, if any, to have this Section 1202 applied to the Notes, (1) the Company and the Guarantors shall be released

from their respective obligations under Section 501 and any covenants provided which were made a part of the terms of the Notes in

accordance with Section 1001(1) for the benefit of the Holders of the Notes and (2) the occurrence of any event specified

in Section 701 shall be deemed not to be or result in an Event of Default, in each case with respect to the Notes and the Guarantees

as provided in this Section 1202 on and after the date the conditions set forth in Section 1203 are satisfied (hereinafter called

“Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to the Notes and the Guarantees,

each of the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation

set forth in any such specified Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or

by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this

Indenture and the Notes and the Guarantees shall be unaffected thereby.

Section 1203.         Conditions

to Defeasance or Covenant Defeasance.

The following shall be the

conditions to the application of Section 1201 or 1202 to any Notes:

(1)            The

Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements

contemplated by Section 809 and agrees to comply with the provisions of this Article XII applicable to it) as trust funds in

trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of

the Holders of the Notes, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of

principal and interest in respect thereof in accordance with their terms will provide money in an amount, or (C) a combination thereof

to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal

of and premium, if any, and interest on the Notes on the Stated Maturity, in accordance with the terms of this Indenture and the Notes,

provided, that with respect to any discharge in connection with any redemption that requires the payment of a “make-whole”

amount, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee

equal to such “make-whole” amount calculated as of the date of the discharge, with any deficit as of the Redemption Date (any

such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date

of redemption. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct

obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged

or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of

America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which,

in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt

issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation

which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect

to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held; 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

depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal

or interest evidenced by such depositary receipt.

(2)            In

the event of an election to have Section 1201 apply to any Notes, the Company shall have delivered to the Trustee an Opinion of Counsel

stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since

the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to

the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Notes will not recognize gain or loss

for U.S. federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Notes and

will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit,

Defeasance and discharge were not to occur.

(3)            In

the event of an election to have Section 1202 apply to the Notes, the Company shall have delivered to the Trustee an Opinion of Counsel

to the effect that the beneficial owners of the Notes will not recognize gain or loss for U.S. federal income tax purposes as a result

of the deposit and Covenant Defeasance to be effected with respect to the Notes and will be subject to U.S. federal income tax on the

same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.

(4)            No

Default or Event of Default with respect to the Notes shall have occurred and be continuing at the time of such deposit or, insofar as

Section 701(6) or Section 701(7) are concerned, at any time on or prior to the 90th day after the date of such deposit

(it being understood that this condition shall not be deemed satisfied until after such 90th day).

(5)            Such

Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other material agreement

or instrument to which the Company is a party or by which it is bound.

(6)            The

Company shall have delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel, each stating that

all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Before or after a deposit,

the Company may make arrangements satisfactory to the Trustee for the redemption of the Notes at a future date in accordance with this

Article XII.

Section 1204.         Deposited

Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.

Subject to the provisions

of the last paragraph of Section 405, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the

Trustee or other qualifying trustee (solely for purposes of this Section 1204 and Section 1205, the Trustee and any such other

trustee are referred to collectively as the “Trustee”) pursuant to Section 1203 in respect of the Notes 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 such Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders

of the Notes, of all sums due and to become due thereon in respect of principal and premium, if any, and interest, but money so held in

trust need not be segregated from other funds except to the extent required by law.

The Company and the Guarantors,

jointly and severally, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S.

Government Obligations deposited pursuant to Section 1203 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 Outstanding Notes; provided that the Trustee shall

be entitled to charge any such tax, fee or other charge to such Holder’s account.

Anything in this Article XII

to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S.

Government Obligations held by it as provided in Section 1203 with respect to any Notes which are in excess of the amount thereof

which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such

Notes.

Section 1205.         Reinstatement.

If the Trustee or the Paying

Agent is unable to apply any money in accordance with this Article XII with respect to the Notes by reason of any order or judgment

of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this

Indenture and the Notes and the Guarantees from which the Company and the Guarantors have been discharged or released pursuant to Section 1201

or 1202 shall be revived and reinstated as though no deposit had occurred pursuant to this Article XII with respect to the Notes

and the Guarantees, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1204

with respect to the Notes and the Guarantees in accordance with this Article XII; provided, however, that (a) if

the Company or the Guarantors makes any payment of principal of or premium, if any, or interest on the Notes following such reinstatement

of its obligations, the Company or the Guarantors, as the case may be, shall be subrogated to the rights, if any, of the Holders of the

Notes to receive such payment from the money so held in trust and (b) unless otherwise required by any legal proceeding or any order

or judgment of any court or governmental authority, the Trustee or Paying Agent shall return all such money and U.S. Government Obligations

to the Company or the Guarantors, as the case may be, promptly after receiving a written request therefor at any time, if such reinstatement

of the obligations of the Company or the Guarantors, as the case may be, has occurred and continues to be in effect.

Article XIII

MISCELLANEOUS PROVISIONS

Section 1301.         Compliance

Certificates and Opinions.

Upon any application or request

by the Company or any Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or such Guarantor,

as the case may be, 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; provided, however, that no such Opinion of Counsel shall be required

in the case of any supplemental indenture executed and delivered concurrently with the original execution and delivery of this Indenture.

Every certificate or opinion

with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 406)

shall include:

(1)            a

statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating

thereto;

(2)            a

brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

(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

him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)            a

statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1302.         Form of

Documents Delivered to Trustee.

In any case where several

matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters

be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but

one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and

any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion

of an Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,

unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with

respect to the matters upon which such Officer’s certificate or opinion is based are erroneous. Any such certificate or Opinion

of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion

of, or representations by, an Officer or Officers stating that the information with respect to such factual matters is in the possession

of the Company or a Guarantor, as the case may be, unless such counsel knows, or in the exercise of reasonable care should know, that

the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required

to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this

Indenture, they may, but need not, be consolidated and form one instrument.

Section 1303.         Acts

of Holders; Record Dates.

Any request, demand, authorization,

direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be

embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly

appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments

are delivered to the Trustee and, where it is hereby expressly required, to the Company or the Guarantors. Such instrument or instruments

(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders

signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient

for any purpose of this Indenture and, subject to Section 801, conclusive in favor of the Trustee, the Company and the Guarantors,

if made in the manner provided in this Section 1303.

The fact and date of the execution

by any Person of any such instrument or writing may be proved in any manner which the Trustee reasonably deems sufficient. Where such

execution is by a Person acting in a capacity other than such Person’s individual capacity, such certificate or affidavit shall

also constitute sufficient proof of such Person’s authority. The fact and date of the execution of any such instrument or writing,

or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

The ownership of Notes shall

be proved by the Security Register.

Any request, demand, authorization,

direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder

of every Note 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 or the Company or any Guarantor in reliance thereon,

whether or not notation of such action is made upon such Note.

The Company or any Guarantor

may, in its discretion, set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to give,

make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture

to be given, made or taken by Holders of such Notes but shall have no obligation to do so; provided that none of the Company or

any Guarantor may set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of

any notice, declaration, request or direction referred to in the next paragraph. If not set by the Company or any Guarantor prior to the

first solicitation of Holders of Outstanding Notes made by any Person in respect of such action or, in the case of any such vote, prior

to such vote, the record date for any such action or vote shall be 30 days prior to the first solicitation of such vote or consent. If

any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date, and no other Holders, shall be

entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such

action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount

of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Company or any Guarantor from setting

a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date

previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall

be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such

action is taken. Promptly after any record date is set pursuant to this paragraph, the Company or any Guarantor, at its own expense, shall

cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing

and to each Holder of Notes in the manner set forth in Section 1305.

The Trustee may set any day

as a record date for the purpose of determining the Holders of Outstanding Notes entitled to join in the giving or making of (i) any

Notice of Default, (ii) any declaration of acceleration referred to in Section 702, (iii) any request to institute proceedings

referred to in Section 707(2) or (iv) any direction referred to in Section 711, in each case with respect to the Notes.

If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date, and no other Holders, shall

be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date;

provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders

of the requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the

Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon

the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this

paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes

on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s

expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the

Company and the Guarantors in writing and to each Holder of Notes in the manner set forth in Section 1305.

With respect to any record

date set pursuant to this Section 1303, the party hereto which sets such record dates may designate any day as the “Expiration

Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change

shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder

of Notes in the manner set forth in Section 1305, on or prior to the existing Expiration Date. If an Expiration Date is not designated

with respect to any record date set pursuant to this Section 1303, the party hereto which set such record date shall be deemed to

have initially designated the 90th day after such record date as the Expiration Date with respect thereto, subject to its right to change

the Expiration Date as provided in this paragraph.

Without limiting the foregoing,

a Holder entitled hereunder to take any action hereunder with regard to any Notes may do so with regard to all or any part of the principal

amount of such Notes or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or

any part of such principal amount.

Section 1304.         Notices,

Etc., to Trustee, Company and Guarantors.

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 or a Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed

in writing (which may be by facsimile) to or with the Trustee at its Corporate Trust Office; or

(2)            the

Company or a Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly

provided) if in writing and mailed, first-class postage prepaid or overnight delivery, to the Company or any Guarantor addressed to the

attention of the Secretary of the Company or such Guarantor at the address of the Company’s principal office specified in writing

to the Trustee by the Company and, until further notice, at One Park Place, Suite 200, Annapolis, MD, 21401, Attention: Chief Legal

Officer.

Any notice or communication

to the Trustee shall be deemed delivered upon receipt. The Trustee shall have the right, but shall not be required, to rely upon and comply

with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods by persons believed by the Trustee

to be authorized to give instructions and directions on behalf of the Company. For the avoidance

of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to the Notes must be in writing

(provided that any communication sent to the Trustee hereunder must be in the form of a document that is signed by hand, by facsimile,

or by way of a digital signature provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to the

Trustee by the authorized representative), in English). The Trustee shall have no duty or obligation to verify or confirm that

the person who sent such instructions or directions is, in fact, a person authorized to give instructions or directions on behalf of the

Company; and the Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Company or

any other Person as a result of such reliance upon or compliance with such instructions or directions. The Company agrees to assume all

risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation

the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 1305.         Notice

to Holders; Waiver.

Where this Indenture provides

for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing

and mailed, first-class postage prepaid or overnight delivery, to each Holder affected by such event, at such Holder’s address as

it appears in the Security Register, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed

for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any

defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. 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.

In case by reason of the suspension

of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification

as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Where this Indenture provides

for notice of any event to a Holder of a Global Note, such notice shall be sufficiently given if given to the Depositary for such Note

(or its designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest date, if any, and not earlier than

the earliest date, if any, prescribed for the giving of such notice.

Section 1306.         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 1307.         Successors

and Assigns.

All covenants and agreements

in this Indenture by the Company and the Guarantors shall bind their respective successors and assigns, whether so expressed or not. All

agreements of the Trustee in this Indenture shall bind its successors and assigns, whether so expressed or not.

Section 1308.         Separability

Clause.

In case any provision in this

Indenture or in the Notes 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 1309.         Benefits

of Indenture.

Nothing in this Indenture

or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders,

any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1310.         Governing

Law.

This Indenture, the Notes

and the Guarantees shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles

of conflicts of law.

Section 1311.         Judgment

Currency.

The Company agrees, to the

fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court

it is necessary to convert the sum due in respect of the principal of or interest or other amount on the Notes (the “Required

Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange

used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required

Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a Business Day,

then, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in

The City of New York the Required Currency with the Judgment Currency on the Business Day preceding the day on which final unappealable

judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be

discharged or satisfied by any tender, any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)),

in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt,

by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable

as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such

actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected

by judgment being obtained for any other sum due under this Indenture.

Section 1312.         Legal

Holidays.

In any case where any Interest

Payment Date, Redemption Date, Repurchase Price Payment Date or Stated Maturity of the Notes shall not be a Business Day, then (notwithstanding

any other provision of this Indenture or of the Notes) payment of principal and premium, if any, or interest, or the Redemption Price

or Repurchase Price, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect

as if made on the Interest Payment Date, Redemption Date or Repurchase Price Payment Date, or at the Stated Maturity. No interest shall

accrue for the period from and after any such Interest Payment Date, Redemption Date, Repurchase Price Payment Date or Stated Maturity,

as the case may be, to the date of such payment with respect to such Interest Payment Date, Redemption Date, Repurchase Price Payment

Date or Stated Maturity.

Section 1313.         No

Recourse Against Others.

A director, partner, officer,

employee, member, manager or stockholder as such of the Company or any Guarantor shall not have any liability for any obligations of the

Company under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of or by reason of such obligations or

their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the

consideration for the issue of the Notes.

Section 1314.         WAIVER

OF JURY TRIAL.

EACH OF THE COMPANY, THE GUARANTORS,

THE TRUSTEE AND THE HOLDERS, BY THEIR ACCEPTANCE OF THE NOTES, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS AMONG THE COMPANY, THE GUARANTORS AND THE TRUSTEE ONLY ARISING OUT

OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE GUARANTEES.

Section 1315.         U.S.A. Patriot

Act.

The parties hereto acknowledge

that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help

fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person

or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will

provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot

Act.

Section 1316.         Qualification

of Indenture.

The

Company and the Guarantors shall qualify this Indenture with respect to the Notes which are subject to a registration statement filed

pursuant to the Registration Rights Agreement under the Trust Indenture Act in accordance with the terms and conditions of the Registration

Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Company, the Guarantors

and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture

and such Notes and printing this Indenture and such Notes. The Trustee shall be entitled to receive from the Company and the Guarantors

any such Officer’s Certificates, Opinion of Counsel or other documentation as it may reasonably request in connection with any such

qualification of this Indenture under the Trust Indenture Act.

Section 1317.         Execution

in Counterparts.

This Indenture may be executed

in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same

agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective

execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for

all purposes. An electronic signature shall be of the same legal effect, validity and enforceability as a manually executed signature.

[Signature page follows]

IN WITNESS WHEREOF, the parties

have caused this Indenture to be duly executed as of the date first above written.

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

By:

/s/ Charles W. Melko

Name:

Charles W. Melko

Title:

Senior Managing Director, Chief Financial

Officer and Treasurer

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE,

L.P.

By:

HA Sustainable Infrastructure Capital, Inc.,

its general partner

By:

/s/ Charles W. Melko

Name:

Charles W. Melko

Title:

Senior Managing Director, Chief Financial Officer and Treasurer

HANNON ARMSTRONG CAPITAL, LLC

By:

/s/ Charles W. Melko

Name:

Charles W. Melko

Title:

Senior Managing Director, Chief Financial Officer

and Treasurer

HAT HOLDINGS II LLC

By:

/s/ Charles W. Melko

Name:

Charles W. Melko

Title:

Chief Financial Officer

HAT HOLDINGS I LLC

By:

/s/ Charles W. Melko

Name:

Charles W. Melko

Title:

Chief Financial Officer

HAC HOLDINGS II LLC

By:

/s/ Charles W. Melko

Name:

Charles W. Melko

Title:

Senior Managing Director, Chief Financial Officer and Treasurer

HAC HOLDINGS I LLC

By:

/s/ Charles W. Melko

Name:

Charles W. Melko

Title:

Senior Managing Director, Chief Financial Officer and Treasurer

U.S. Bank Trust Company, National Association, as Trustee

By:

/s/ Glen A Fougere

Name: Glen A Fougere

Title: Vice President

Schedule I

GUARANTORS

1.            Hannon

Armstrong Sustainable Infrastructure, L.P.

2.            Hannon

Armstrong Capital, LLC

3.            HAT

Holdings I LLC

4.            HAT

Holdings II LLC

5.            HAC

Holdings I LLC

6.            HAC

Holdings II LLC

Appendix A

TRANSFER

RESTRICTIONS

Article 1

DEFINITIONS

Section 1.1             Definitions.

Terms used in this Appendix

A which are defined in the Indenture dated as of June 24, 2026 between HA Sustainable Infrastructure Capital, Inc. (the

“Company”), the Guarantors (as defined therein) party thereto and U.S. Bank Trust Company, National Association, as

trustee (the “Trustee”) (as amended or supplemented from time to time, the “Indenture”), to which Indenture

this Appendix A is attached and of which this Appendix A forms a part, shall have the respective meanings set forth in the

Indenture. In addition, for the purposes of this Appendix A the following terms shall have the meanings indicated below:

“Certificated Note”

means a certificated Initial Note or Additional Note (bearing, in the case of an Initial Note or Additional Note, a Restricted Notes Legend

unless such Legend has been removed in accordance with the provisions of this Appendix A or, in the case of any Additional Note,

unless such Additional Note is a Registered Additional Note) that is registered in the name of a Holder other than the Depositary or its

nominee and that does not bear the Global Note Legend.

“Distribution Compliance

Period” means, with respect to any Regulation S Note, the period of 40 consecutive days beginning on and including the later

of (a) the day on which such Note is first offered to Persons other than distributors (as defined in Regulation S) in reliance on

Regulation S, and (b) the date of original issuance of such Note or any predecessor Note.

“Note Custodian”

means the custodian with respect to a Global Note, which shall initially be the Trustee, or any successor thereto.

“Purchase Agreement”

means the Purchase Agreement dated June 15, 2026, between the Company, Guarantors and the Initial Purchasers relating to the Initial

Notes.

“QIB” means

a “qualified institutional buyer” as defined in Rule 144A.

“Registered Additional

Notes” means Additional Notes that were originally issued and sold pursuant to an effective registration statement under the

Securities Act permitting such Additional Notes to be publicly offered and sold.

“Regulation S”

means Regulation S promulgated under the Securities Act.

“Restricted Global

Note” means any Global Note that bears or is required to bear a Restricted Notes Legend.

“Restricted Notes

Legend” means the Rule 144A Legend, the Regulation S Legend or the Certificated Note Restricted Legend, as applicable.

“Rule 144”

means Rule 144 promulgated under the Securities Act.

“Rule 144A”

means Rule 144A promulgated under the Securities Act

“Transfer Restricted

Notes” means any Notes that bear or are required to bear a Restricted Notes Legend.

“Unrestricted Global

Note” means any Global Note that does not bear or is not required to bear a Restricted Notes Legend.

“U.S. person”

means a “U.S. person” as defined in Regulation S.

Section 1.2             Other

Definitions.

Term

Defined in

Section:

“Certificated Note Restricted Legend”

2.2(d)(iv)

“Global Note Legend”

2.2(d)(i)

“Regulation S Global Note”

2.1(b)

“Regulation S Notes”

2.1(a)

“Regulation S Legend”

2.2(d)(iii)

“Rule 144A Global Note”

2.1(b)

“Rule 144A Legend”

2.2(d)(ii)

“Rule 144A Notes”

2.1(a)

“Schedule”

2.1(b)

“U.S. Resale Restriction Termination Date”

2.2(a)

Article 2

THE NOTES

Section 2.1             Forms

of Notes.

(a)            Offering

and Sale of Initial Notes and Additional Notes. The Initial Notes will be offered and sold by the Company to the Initial Purchasers

pursuant to the Purchase Agreement. The Company may offer and sell Additional Notes from time to time, including, without limitation,

offers and sales pursuant to one or more purchase agreements or underwriting agreements between the Company and one or more initial purchasers

or underwriters. The Initial Notes will be resold, and Additional Notes (other than Registered Additional Notes) may be resold, initially

only (i) to QIBs in reliance on Rule 144A (Notes so resold in reliance on Rule 144A, the “Rule 144A Notes”)

and (ii) to Persons other than U.S. persons in reliance on Regulation S (Notes so resold in reliance on Regulation S, the “Regulation

S Notes”). Initial Notes or any such Additional Notes (other than Registered Additional Notes) may thereafter be transferred

only to, among others, QIBs in reliance on Rule 144A and non-U.S. persons in reliance on Regulation S, subject to the restrictions

on transfer set forth herein and the other applicable requirements of the Indenture.

(b)            Global

Notes. Unless otherwise provided in an Officers’ Certificate delivered to the Trustee, the Initial Notes and Additional Notes

that are initially resold pursuant to Rule 144A shall be issued initially in the form of one or more Global Notes (each a “Rule 144A

Global Note”), and Initial Notes and Additional Notes that are initially resold pursuant to Regulation S shall be issued initially

in the form of one or more Global Notes (each a “Regulation S Global Note”), in each case bearing the Global Notes

Legend and the applicable Restricted Notes Legend. Each Global Note shall represent such of the outstanding Notes as shall be specified

in the “Schedule of Increases or Decreases in Global Note” (or a similar schedule) attached thereto (the “Schedule”).

The aggregate principal amount of outstanding Notes represented by a Global Note may be increased or decreased, as applicable, from time

to time to reflect transfers, exchanges, redemptions, repurchases and cancellation of Notes represented thereby. Any endorsement of a

Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby

shall be made by the Note Custodian, at the direction of the Security Registrar, in accordance with Section 2.2 of this Appendix

A and any applicable provisions of the Indenture.

Provisions. This Section 2.1(c) shall apply only to a Global Note deposited with or on behalf of the Depositary.

Prior to the expiration of

the Distribution Compliance Period with respect to a Regulation S Global Note, beneficial interests in such Regulation S Global Note may

be held only through Clearstream and Euroclear, as Participants in the Depositary, provided, that if DTC is not the Depositary

for such Regulation S Global Note during such Distribution Compliance Period, beneficial interests in such Regulation S Global Note shall

be held in accordance with the customary procedures of whomsoever shall be the Depositary. After the expiration of the Distribution Compliance

Period with respect to a Regulation S Global Note, holders of beneficial interests in such Regulation S Global Note may also hold interests

in such Regulation S Global Note through Participants in the Depositary other than Clearstream and Euroclear, provided, that if

DTC is not the Depositary for such Regulation S Global Note after such Distribution Compliance Period, beneficial interests in the Regulation

S Global Note shall be held in accordance with the customary procedures of whomsoever shall be the Depositary.

(d)            Certificated

Notes. Except as provided in Section 206 of the Indenture, owners of beneficial interests in Global Notes will not be entitled

to receive Certificated Notes in exchange for their interests in such Global Notes.

Section 2.2             Transfer

and Exchange.

(a)            Transfer

Restrictions. So long as they are Transfer Restricted Notes, the Initial Notes and any Additional Notes (other than Registered Additional

Notes) may not be offered, sold or disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act and the securities laws of any other applicable jurisdiction.

Neither a Rule 144A Note

nor any interest or participation therein may be offered, sold, assigned, transferred, pledged or otherwise disposed of at any time prior

to (x) the date which is six months (assuming the Company satisfy the current public reporting requirements of Rule 144) or

one year (if the Company does not) after the later of the date of original issue of such Rule 144A Note (or any predecessor thereto)

and the last date on which the Company or any “affiliate” (as defined in Rule 144) of the Company was the owner of such

Rule 144A Note (or any predecessor thereto) or any interest or participation in such Rule 144A Note or (y) such later date,

if any, as may be required by any subsequent change in applicable law (the “U.S. Resale Restriction Termination Date”),

except (a) to the Company or any of its Subsidiaries, (b) pursuant to a registration statement which is effective under the

Securities Act, (c) for so long as such Rule 144A Note is eligible for resale pursuant to Rule 144A, to a Person the transferor

reasonably believes is a QIB acquiring such Rule 144A Note or such interest or participation for its own account or for the account

of another QIB to whom notice is given that the transfer is being made in reliance on Rule 144A in a transaction meeting the requirements

of Rule 144A, (d) to a non-U.S. person in an offshore transaction within the meaning of, and in compliance with, Regulation

S or (e) pursuant to any other available exemption from the registration requirements of the Securities Act, subject to, in each

of the foregoing cases, any requirement of law that the disposition of such Rule 144A Note or such interest or participation be at

all times within the transferor’s control, and to compliance with the securities laws of any other applicable jurisdiction and with

the procedures specified in the Indenture (including this Appendix A).

Until the expiration of the

Distribution Compliance Period with respect to a Regulation S Note, such Regulation S Note or any interest or participation therein (i) may

not be offered, sold, assigned, transferred, pledged or otherwise disposed within the United States (within the meaning of Regulation

S) or to, or for the account or benefit of, a U.S. person, except to a Person that the transferor reasonably believes to be a QIB acquiring

such Regulation S Note or such interest or participation for its own account or for the account of another QIB to whom notice is given

that the transfer is being made in reliance on Rule 144A in a transaction meeting the requirements of Rule 144A and (ii) except

as provided in clause (i) above, may not be offered, sold, assigned, transferred, pledged or disposed of except to a non-U.S. person

in an offshore transaction within the meaning of, and in compliance with, Regulation S, and in each case such offer, sale, assignment,

transfer, pledge or disposition must comply with the securities laws of any other applicable jurisdiction and with the procedures specified

in the Indenture (including this Appendix A). In addition, during such Distribution Compliance Period, beneficial interests in

a Regulation S Global Note may only be held through Euroclear or Clearstream or its respective direct or indirect participants.

The remaining provisions of

this Section 2.2 are intended to implement the forgoing restrictions. To the extent that any transfer or exchange of Transfer

Restricted Notes (including, without limitation, beneficial interests in Restricted Global Notes) is not covered by a specific procedure

in the remaining provisions of this Section 2.2, the Company may implement such procedures and impose such conditions to such

exchange or transfer (including, without limitation, the delivery of certificates, legal opinions and other documents) as the Company

in its sole discretion may deem necessary or appropriate to implement the foregoing restrictions.

(b)            Transfer

and Exchange of Certificated Notes. If Certificated Notes are issued in exchange for beneficial interests in Global Notes pursuant

to Section 206 of the Indenture, such Certificated Notes will be registered in the names, and issued in any authorized denominations,

requested by or on behalf of the Depositary (in accordance with its customary procedures) and, if any such Global Notes are Transfer Restricted

Notes, the Certificated Notes issued in exchange for interests therein will bear the Certificated Note Restricted Legend and either the

Rule 144A Legend or the Regulation S Legend, as applicable, unless otherwise determined by the Company. If Certificated Notes are

issued in exchange for beneficial interests in Global Notes, the Security Registrar shall reflect on its books and records the date and

a decrease in the principal amount of the applicable Global Note in an amount equal to the principal amount of the interests being exchanged

for Certificated Notes and the Security Registrar shall instruct the Note Custodian to decrease or reflect on its records a decrease in

the principal amount of such Global Note (and to record such decrease by endorsement on the Schedule attached to such Global Note) in

a principal amount equal to the principal amount of such interests being exchanged. If Certificated Notes are issued in exchange for beneficial

interests in a Restricted Global Note, then, unless the Company shall otherwise advise the Trustee and the Security Registrar in writing,

such interests may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.2

(including the certification and other requirements set forth in this Section 2.2 intended to ensure that such exchanges comply

with Rule 144A, Regulation S or another applicable exemption from registration under the Securities Act, as the case may be) and

such other procedures as may from time to time be adopted by the Company.

When Certificated Notes are

presented to the Security Registrar with a request:

(x) to register the transfer

of such Certificated Notes; or

(y) to exchange such

Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations, the Security Registrar shall

register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met and if the requirements

for such registration of transfer or exchange set forth in this Appendix A and Section 206 of the Indenture shall have been

satisfied; provided, however, that if a Certificated Note surrendered for transfer or exchange bears a Restricted Notes

Legend, the Security Registrar shall not register the transfer or exchange of such Certificated Note (including any such transfer or exchange

to the Company or a Subsidiary of the Company) unless (A) such transferor shall have delivered to the Security Registrar a certificate

to the effect set forth in Exhibit E to the Indenture, appropriately completed and signed by such transferor, (B) in

the case of any transfer or exchange pursuant to any transaction that is exempt from registration under the Securities Act (other than

a transfer to the Company or one of its Subsidiaries or a transaction pursuant to Rule 144A or Regulation S), such transferor shall

have also delivered to the Security Registrar (i) if such transfer or exchange is being made pursuant to Rule 144, a legal opinion

addressed to the Company and the Security Registrar, in form and substance satisfactory to the Company, to the effect that such transfer

or exchange is being made in reliance on Rule 144, that the Holder may transfer such Certificated Note without registration under

the Securities Act pursuant to Rule 144 and that, accordingly, the Restricted Note Legend on such Certificated Note may be removed

or (ii) if such transfer or exchange is not being made pursuant to Rule 144, a legal opinion addressed to the Company and the

Security Registrar, in form and substance satisfactory to the Company, to the effect that such transfer or exchange may be effected without

registration under the Securities Act and (C) such transferor shall have also delivered to the Company and the Security Registrar,

as the case may be, any additional certifications, legal opinions and other information as may be required by the Company to determine

that the proposed transfer or exchange is being made in compliance with the Securities Act and applicable state or other securities laws.

In the case of any such proposed transfer or exchange that requires the delivery of a legal opinion as provided for above, the Security

Registrar shall notify the Company of such proposed transfer or exchange in order to provide the Company with an opportunity to review

such legal opinion and request such additional certifications, legal opinions and other information the Company may require.

and Exchange of Global Notes. (i) The transfer and exchange of beneficial interests in Global Notes shall be effected through

the Depositary, in accordance with the Indenture (including this Appendix A) and the procedures of the Depositary and, if applicable,

Clearstream and Euroclear. In the case of any exchange of a beneficial interest in a Rule 144A Global Note for a beneficial interest

in a Regulation S Global Note, and any transfer of a beneficial interest in a Rule 144A Global Note to a Person who wishes to take

delivery thereof in the form of a beneficial interest in a Regulation S Global Note, in each case being made prior to expiration of the

Distribution Compliance Period with respect to such Regulation S Global Note, the beneficial interests in such Regulation S Global Note

must be held through an account with a participant in either Euroclear or Clearstream, or both, as the case may be.

(i)            Subject

to compliance with the other applicable requirements of this Section 2.2(c), if the proposed transfer is a transfer of a beneficial

interest in one Global Note to a beneficial interest in another Global Note, (A) the Security Registrar shall reflect on its books

and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount

equal to the principal amount of the interest to be so transferred, and the Security Registrar shall reflect on its books and records

the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred; and (B) the

Security Registrar shall instruct the Note Custodian to increase or reflect on its records an increase in the principal amount of the

Global Note to which such interest is being transferred (and to record such increase by endorsement on the Schedule attached to such Global

Note) in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall instruct the Note

Custodian, concurrently with such increase, to decrease or reflect on its records a decrease in the principal amount of the Global Note

from which such interest is being transferred by a corresponding amount (and to record such decrease by endorsement on the Schedule attached

to such Global Note).

(ii)            If

the proposed transfer is an exchange of a beneficial interest in a Rule 144A Global Note for a beneficial interest in a Regulation

S Global Note or the transfer of a beneficial interest in a Rule 144A Global Note to a Person who wishes to take delivery thereof

in the form of a beneficial interest in a Regulation S Global Note, the transferor of such beneficial interest shall deliver to the Security

Registrar prior to any such exchange or transfer (A) a certificate substantially in the form of Exhibit B to the Indenture

if such exchange or transfer is to occur prior to the expiration of the Distribution Compliance Period with respect to such Regulation

S Global Note or (B) a certificate substantially in the form of Exhibit C to the Indenture if such exchange or transfer

is to occur after the expiration of such Distribution Compliance Period, in each case appropriately completed and signed by the transferor.

(iii)           If

the proposed transfer is an exchange of a beneficial interest in a Regulation S Global Note for a beneficial interest in a Rule 144A

Global Note or the transfer of a beneficial interest in a Regulation S Global Note to a Person who wishes to take delivery thereof in

the form of a beneficial interest in a Rule 144A Global Note and such exchange or transfer is to occur prior to the expiration of

the Distribution Compliance Period with respect to such Regulation S Global Note, the transferor of such beneficial interest shall deliver

to the Security Registrar prior to any such exchange or transfer a certificate substantially in the form of Exhibit D to the

Indenture, appropriately completed and signed by such transferor.

(iv)          Any

beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another

Global Note will, upon transfer, cease to be an interest in such original Global Note and will become an interest in the other Global

Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests

in such other Global Note for so long as it remains such an interest.

(v)            Notwithstanding

any other provisions of this Appendix A, a Global Note may not be transferred except as provided in Section 206 of the Indenture.

(d)            Legend.

(i)             Each

Global Note shall bear the following or a similar legend (or, if DTC is not the Depositary for such Global Note, any other legend that

may be required by whosoever shall be the Depositary) (the “Global Notes Legend”) on the face thereof:

“UNLESS THIS NOTE IS PRESENTED

BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR

ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN

SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR

TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

“UNLESS AND UNTIL THIS NOTE IS

EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM UNDER THE LIMITED CIRCUMSTANCES PERMITTED BY THE INDENTURE REFERRED

TO BELOW, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER

NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.”

(ii)            Each

Rule 144 Global Note and any Certificated Notes issued in exchange for interests in a Rule 144A Global Note shall bear the following

legend or a legend to substantially the following effect (the “Rule 144A Legend”) on the face thereof unless such

legend is removed in accordance with the Indenture (including, without limitation, this Appendix A):

“THIS NOTE (INCLUDING ANY RELATED

GUARANTEES) HAS NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD,

ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM,

OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE JURISDICTION. BY ITS ACCEPTANCE HEREOF,

THE HOLDER (1) REPRESENTS THAT IT AND ANY INVESTOR ACCOUNT FOR WHICH IT IS ACQUIRING THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN

IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) (A “QUALIFIED

INSTITUTIONAL BUYER”)) TO WHOM NOTICE HAS BEEN GIVEN THAT SUCH TRANSFER IS BEING MADE PURSUANT TO RULE 144A, (2) AGREES TO

OFFER, SELL, ASSIGN, TRANSFER, PLEDGE OR OTHERWISE DISPOSE OF THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN, PRIOR TO (X) THE

DATE WHICH IS SIX MONTHS (ASSUMING THE COMPANY SATISFIES THE CURRENT PUBLIC REPORTING REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT)

OR ONE YEAR (IF THE COMPANY DOES NOT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE (OR ANY PREDECESSOR HERETO) AND THE LAST

DATE ON WHICH THE COMPANY OR ANY “AFFILIATE” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE OWNER

OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) OR SUCH INTEREST OR PARTICIPATION AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE

REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY OR ANY OF THE COMPANY’S SUBSIDIARIES, (B) PURSUANT

TO A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT

TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER ACQUIRING THIS NOTE OR SUCH INTEREST OR PARTICIPATION

FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING

MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION

WITHIN THE MEANING OF, AND IN COMPLIANCE WITH, REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION

FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO, IN EACH OF THE FOREGOING CASES, ANY REQUIREMENT OF LAW THAT

THE DISPOSITION OF THIS NOTE OR SUCH INTEREST OR PARTICIPATION BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND TO COMPLIANCE WITH THE

SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND WITH THE PROCEDURES SPECIFIED IN THE INDENTURE REFERRED TO BELOW, INCLUDING

THE DELIVERY OF ANY CERTIFICATE, OPINION OF COUNSEL OR OTHER INFORMATION THAT MAY BE REQUIRED BY THE INDENTURE OR THE COMPANY. THIS

LEGEND MAY ONLY BE REMOVED AT THE INSTRUCTION OF THE COMPANY TO THE TRUSTEE.”

(iii)           Each

Regulation S Global Note and any Certificated Note issued in exchange for interests in a Regulation S Global Note during the applicable

Distribution Compliance Period shall bear the following legend or a legend to substantially the following effect (the “Regulation

S Legend”) on the face thereof unless such legend is removed in accordance with the Indenture (including, without limitation,

this Appendix A):

“THIS NOTE (INCLUDING ANY RELATED

GUARANTEES) HAS NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD,

ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM,

OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE JURISDICTION. PRIOR TO THE EXPIRATION

OF THE 40-DAY “DISTRIBUTION COMPLIANCE PERIOD” (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES

ACT), THIS NOTE (INCLUDING ANY RELATED GUARANTEES) OR ANY INTEREST OR PARTICIPATION HEREIN (1) MAY NOT BE OFFERED, SOLD, ASSIGNED,

TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES (WITHIN THE MEANING OF REGULATION S) OR TO, OR FOR THE ACCOUNT

OR BENEFIT OF, A U.S. PERSON (WITHIN THE MEANING OF REGULATION S), EXCEPT TO A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL

BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) ACQUIRING THIS NOTE OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT OR

FOR THE ACCOUNT OF ANOTHER SUCH QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON SUCH

RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT AND (2) EXCEPT AS PROVIDED IN CLAUSE (1) ABOVE,

MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR DISPOSED OF EXCEPT TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION WITHIN

THE MEANING OF, AND IN COMPLIANCE WITH, REGULATION S, AND IN EACH CASE SUCH OFFER, SALE, ASSIGNMENT, TRANSFER, PLEDGE OR DISPOSITION MUST

COMPLY WITH THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND WITH THE PROCEDURES SPECIFIED IN THE INDENTURE REFERRED TO BELOW, INCLUDING

THE DELIVERY OF ANY CERTIFICATE, OPINION OF COUNSEL OR OTHER INFORMATION THAT MAY BE REQUIRED BY THE INDENTURE OR THE COMPANY. THIS

LEGEND MAY ONLY BE REMOVED AT THE INSTRUCTION OF THE COMPANY TO THE TRUSTEE.

(iv)           Except

as permitted by this Section 2.2, in addition to bearing the applicable legend set forth in clause (ii) or (iii) above,

each Certificated Note will bear the following legend or a legend to substantially the following effect (the “Certificated Note

Restricted Legend”) on the face thereof unless such legend is removed in accordance with the Indenture (including, without limitation,

this Appendix A):

“IN CONNECTION WITH ANY TRANSFER

OR EXCHANGE OF THIS NOTE, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR SUCH CERTIFICATIONS, LEGAL OPINIONS AND OTHER INFORMATION

AS THE INDENTURE REFERRED TO BELOW OR THE COMPANY MAY REQUIRE TO CONFIRM THAT THE TRANSFER OR EXCHANGE COMPLIES WITH THE SECURITIES

ACT AND APPLICABLE STATE OR OTHER SECURITIES LAWS.”

(v)            Upon

any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Restricted Global Note) pursuant

to Rule 144 under the Securities Act:

(A)           in

the case of any Transfer Restricted Note that is a Certificated Note, the Security Registrar shall permit the Holder thereof to transfer

such Transfer Restricted Note to a Person who takes delivery thereof in the form of a Certificated Note that does not bear a Restricted

Notes Legend; and

(B)            in

the case of any Transfer Restricted Note that is represented by a Restricted Global Note, the Security Registrar shall permit the owner

of a beneficial interest therein to transfer such Transfer Restricted Note to a Person who takes delivery thereof in the form of a beneficial

interest in an Unrestricted Global Note,

in either case, if the Holder of such Note or

the owner of such beneficial interest, as the case may be, complies with the requirements of the second paragraph of Section 2.2(b) of

this Appendix A (assuming for that purpose, in the case of the transfer of a beneficial interest in a Restricted Global Note, that

such Restricted Global Note were a Certificated Note that bears a Restricted Notes Legend and that such second paragraph applies to a

transfer of such beneficial interest, mutatis mutandis), including, without limitation, the delivery of a legal opinion to the effect

specified in such paragraph for a transfer pursuant to Rule 144 and a certificate to the effect set forth in Exhibit F

to the Indenture, appropriately completed and signed by the transferor.

(vi)           Registered

Additional Notes shall not be required to bear a Restricted Notes Legend.

(vii)          Upon

the consummation of an Exchange Offer with respect to the Notes pursuant to which Holders of such Notes are offered Exchange Notes in

exchange for their Notes, the Exchange Notes in global form without the Rule 144A Restricted Legend or Regulation S Restricted Legend,

as applicable, shall be authenticated in exchange for such Notes exchanged in such Exchange Offer.

(e)            The

Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or

other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to

any ownership interest in the Global Note or with respect to the delivery to any participant, member, beneficial owner or other Person

(other than DTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Global

Note (or other security or property) under or with respect to such Global Notes. All notices and communications to be given to the

Holders and all payments to be made to Holders in respect of the Global Notes shall be given or made only to or upon the order of the

registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global

Notes shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall

be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

(f)             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 Global Note (including any transfers between

or among DTC participants, members or beneficial owners in any Global Notes) 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. Neither the Trustee nor

any of its agents shall have any responsibility for any actions taken or not taken by DTC.

(g)            Cancellation

or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Certificated

Notes or transferred in exchange for interests in an Unrestricted Global Note, or all of the outstanding Notes shall have been redeemed,

repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation as provided in Section 211

of the Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes,

transferred in exchange for an interest in another Global Note or redeemed, repurchased or canceled or if a beneficial interest in another

Global Note is transferred in exchange for an interest in such Global Note or if Additional Notes are issued and are to be evidenced by

such Global Note, then in each case, the Security Registrar shall cause the aggregate principal amount of the applicable Global Note or

Global Notes to be reduced or increased, as applicable, and shall instruct the Note Custodian to decrease or increase, or reflect on its

records a decrease or increase, as the case may be, in the principal amount of such Global Note or Global Notes (and to record such decrease

or increase, as the case may be, by endorsement on the Schedule attached to each such Global Note in the applicable principal amount).

Exhibit A

[FORM OF FACE OF NOTE]

[If Global Note, insert Global Note Legend from

Appendix A]

[If Certificated Note, insert Certificated Note

Legend from Appendix A](1)

[If Rule 144 Note, insert Rule 144A Legend

from Appendix A](2)

[If Regulation S Note, insert Regulation S Legend

from Appendix A](3)

(1) Not required for Notes that do not bear

and are not required to bear a Restricted Notes Legend.

(2) Not required for Notes that do not bear

and are not required to bear a Restricted Notes Legend.

(3) Not required for Notes that do not bear

and are not required to bear a Restricted Notes Legend.

A-1

HA Sustainable Infrastructure Capital, Inc.

5.950% GREEN SENIOR UNSECURED NOTE DUE 2033

No.

Principal Amount (US)$

CUSIP NO. [ ]

HA Sustainable Infrastructure Capital, Inc.,

a corporation duly formed and existing under the laws of the State of Delaware (herein called the “Company”, which

term includes any Successor Party under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to

Cede & Co., or registered assigns, the principal sum of United States dollars (U.S.$ ) on July 15, 2033 and to pay interest

thereon, from and including June 24, 2026, or from and including the most recent Interest Payment Date to which interest has been

paid or duly provided for to but excluding the next Interest Payment Date, which shall be January 15 and July 15 of each year,

commencing on January 15, 2027, at the per annum rate of 5.950%, 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 will, as provided in the Indenture, be paid to the Person in whose name this Note is registered

at the close of business on the Record Date for such interest, which shall be the January 1 or July 1 immediately prior to the

relevant Interest Payment Date (whether or not a Business Day). Except as otherwise provided in the Indenture, any such interest not so

punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the

Person in whose name this Note 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 of which shall be given to Holders of the Notes not less than 10 days prior to the 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 such Notes

may be listed, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year comprised of twelve

30-day months.

Payment of principal of, and premium, if any,

and interest on this Note and the Repurchase Price in connection with a Change of Control Repurchase Event will be made at the Corporate

Trust Office, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment

of public and private debts. With respect to Global Notes, the Company will make such payments by wire transfer of immediately available

funds to DTC, or its nominee, as registered owner of the Global Notes. With respect to certificated Notes, the Company will make such

payments, at its option, (i) by wire transfer of immediately available funds to a United States Dollar account maintained in New

York, New York to each Holder that has furnished wire instructions in writing to the Trustee no later than 12 days prior to the relevant

payment date or (ii) by mailing a check to such Holder’s registered address.

Reference is hereby made to the further provisions

of this Note 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 Note 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

Note to be signed manually or by facsimile by one of its duly authorized Officers.

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., as issuer

By:

Name:

Title:

A-3

CERTIFICATE

OF AUTHENTICATION

This is one of the Notes of the series designated

therein referred to in the within-mentioned Indenture.

Dated:

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee

By:

Authorized Signatory

A-4

[FORM OF REVERSE OF NOTE]

1. Indenture. This Note is one of a duly

authorized issue of Notes of the Company designated as its “5.950% Green Senior Unsecured Notes due 2033” (herein called the

“Notes”), issued under an indenture, dated as of June 24, 2026 (the “Indenture”), among the

Company, the Guarantors and U.S. Bank Trust Company, National Association, as Trustee (herein called the “Trustee,”

which term includes any successor trustee under the Indenture), to which reference is hereby made for a statement of the respective rights,

limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of

the terms upon which the Notes are, and are to be, authenticated and delivered. The aggregate principal amount of Initial Notes Outstanding

at any time may not exceed $1,000,000,000 in aggregate principal amount. The Indenture pursuant to which this Note is issued provides

that Additional Notes may be issued thereunder.

All terms used in this Note which are defined

in the Indenture shall have the meanings assigned to them in the Indenture. In the event of a conflict or inconsistency between this Note

and the Indenture, the provisions of the Indenture shall govern.

2. Optional Redemption. Prior to May 15,

2033 (the “Par Call Date”), the Company may redeem the Notes, in whole or in part, at its option at any time or from

time to time, on notice given not more than 60 days nor less than 10 days prior to the Redemption Date, at a Redemption Price equal to

the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes

being redeemed discounted to the Redemption Date (assuming the Notes being redeemed matured on the Par Call Date) on a semi-annual basis

(assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate, plus 30 basis points less (b) interest

accrued to the Redemption Date, and (ii) 100% of the aggregate principal amount of the Notes being redeemed, plus, in either case,

accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.

On or after the Par Call Date, the Company may

redeem the Notes, in whole or in part, at its option, at any time or from time to time, on notice given not more than 60 days nor less

than 10 days prior to the Redemption Date, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed,

plus accrued and unpaid interest to, but excluding, the Redemption Date.

3. Change of Control Repurchase Event.

If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Notes, the Company will make

an offer to each Holder of Notes to repurchase all or any part (each new Note will be in a minimum principal amount of $2,000 and integral

multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal

amount of the Notes, plus accrued and unpaid interest, if any, pursuant to the provisions of Section 403 of the Indenture.

4. Global Note. If this Note is

a Global Note, then, in the event of a deposit or withdrawal of an interest in this Note, including an exchange, transfer, redemption,

repurchase or conversion of this Note in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records

to reflect such deposit or withdrawal in accordance with the Applicable Procedures.

5. Defaults and Remedies. If an

Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with

the effect provided in the Indenture. Upon payment of the amount of principal so declared due and payable, all obligations of the Company

in respect of the payment of the principal of and interest on the Notes shall terminate.

No Holder of Notes shall have any right to institute

any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator

or sequestrator (or similar official) or for any other remedy hereunder (except actions for payment of overdue principal of, and premium,

if any, or interest on such Notes in accordance with its terms), unless (i) such Holder has previously given written notice to the

Trustee of an Event of Default and the continuance thereto with respect to the Notes, specifying an Event of Default, as required under

the Indenture; (ii) the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall have made written

request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; (iii) such

Holder or Holders have offered to the Trustee indemnity and/or security satisfactory to it against the costs, expenses and liabilities

to be incurred in compliance with such request; (iv) the Trustee has failed to institute any such proceeding for 60 days after its

receipt of such notice, request and offer of indemnity and/or security; and (v) 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 aggregate principal amount of the Outstanding

Notes, 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 the 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 the Indenture, except in the

manner provided in the Indenture and for the equal and ratable benefit of all of such Holders.

A-5

The foregoing shall not apply to any suit instituted

by the Holder of this Note for the enforcement of any payment of principal of, and premium, if any, or interest hereon, on or after the

respective due dates expressed herein.

6. Amendment, Supplement and Waiver.

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 Notes under the Indenture at any time by the Company and the Trustee with the written

consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions

permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Notes, on behalf of the Holders of all

the Notes, 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 Note shall be conclusive and binding upon such Holder and upon all

future Holders of this Note and of any Note 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 Note or such other Note. Certain modifications or amendments to the Indenture

require the consent of the Holder of each Outstanding Note affected.

No reference herein to the Indenture and no provision

of this Note or of the Indenture shall alter or impair (without the consent of the Holder hereof) the obligation of the Company, which

is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, places and rate, and

in the coin or currency, herein prescribed.

7. Registration and Transfer. As

provided in the Indenture and subject to certain limitations therein set forth (including, if applicable, Appendix A of the Indenture),

the transfer of this Note is registerable on the Security Register. Upon surrender for registration of transfer of this Note at the office

or agency of the Company, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee

or transferees, one or more new Notes of any authorized denominations and of like tenor and principal amount. As provided in the Indenture

and subject to certain limitations therein set forth (including, without limitation, Appendix A thereto), at the option of the

Holder, this Note may be exchanged for one or more new Notes of any authorized denominations and of like tenor and principal amount, upon

surrender of this Note at such office or agency. Upon such surrender by the Holder, the Company shall execute, and the Trustee shall authenticate

and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of like

tenor and principal amount. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed (if

so required by the Company or the Trustee), 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 such Holder’s attorney duly authorized in writing. No service

charge shall be made for any such registration of transfer or exchange, but the Company and/or the Trustee may require payment of a sum

sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Prior to due presentment of this Note for registration

of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, a Guarantor or the Trustee may treat the Person in

whose name such Note is registered as the owner thereof for all purposes, whether or not such Note be overdue, and neither the Company,

the Guarantors, the Trustee nor any agent of the Company, a Guarantor or the Trustee shall be affected by notice to the contrary.

8. Guarantee. As expressly set forth in

the Indenture, payment of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become

and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their

Guarantees under the circumstances specified in the Indenture.

9. Governing Law. THE INDENTURE,

THIS NOTE AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD

TO PRINCIPLES OF CONFLICTS OF LAW.

A-6

ABBREVIATIONS

The following abbreviations, when used in the

inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM (= tenant in common)

TEN ENT (= tenants by the entireties (Cust))

JT TEN (= joint tenants with right of survivorship

and not as tenants in common)

UNIF GIFT MIN ACT (= under Uniform Gifts to Minors

Act )

Additional abbreviations may also be used though

not in the above list.

A-7

ASSIGNMENT

FORM

To assign this Note, fill

in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint _____________________________ ,

as agent, to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Dated:

Signature:

Signature Guarantee:

(Signature must be guaranteed)

Signature

The signature(s) should be guaranteed by

an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved

signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities Exchange Act.

A-8

[SCHEDULE OF INCREASES AND DECREASES IN NOTE]

HA Sustainable Infrastructure Capital, Inc.

5.950% Green Senior Unsecured Notes due 2033

The initial principal amount

of this Note is $ . The following increases or decreases in this Note have been made:

Date

Amount of decrease in

Principal Amount of

this Note

Amount of increase in

Principal Amount of

this Note

Principal Amount of

this Note following

such decrease or increase

Signature of

authorized

signatory of

Trustee (1)

(1)            Insert

for Global Notes only

A-9

Exhibit B

FORM OF

TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE PRIOR TO THE EXPIRATION OF THE DISTRIBUTION

COMPLIANCE PERIOD

U.S. Bank Trust Company, National Association,

as Trustee

CityPlace I, 185 Asylum Street, 27th Floor

Hartford, Connecticut 06103

Attention: HA Sustainable Infrastructure Capital, Inc.

Re: HA Sustainable Infrastructure

Capital, Inc.

$[ ] 5.950% Notes due 2033

(the “Notes”)

Reference is hereby made to

the Indenture dated as of June 24, 2026 between HA Sustainable Infrastructure Capital, Inc. (the “Company”),

the Guarantors (as defined therein) party thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)

(as amended or supplemented from time to time, the “Indenture”). Capitalized terms not defined in this Certificate

shall have the meanings given to them in the Indenture.

This Certificate relates to

$[ ] aggregate principal amount of Notes represented by a beneficial interest in a Rule 144A Global Note (CUSIP No. 40409A AB6/

ISIN No. US40409AAB61) held through DTC by or on behalf of [TRANSFEROR], as beneficial owner (the “Transferor”).

The Transferor has requested an exchange or transfer of the foregoing principal amount of its beneficial interest for an interest in the

Regulation S Global Note (CUSIP No. U2444X AC8/ ISIN No. USU2444XAC84) to be held by [Euroclear][Clearstream] through DTC.

In connection with such request

and in respect of such Notes, the Transferor hereby certifies that such exchange or transfer is being effected in accordance with the

transfer restrictions set forth in the Notes and the Indenture and pursuant to and in accordance with Rule 903 or Rule 904 (as

applicable) of Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities

Act”), and accordingly the Transferor hereby represents, covenants or agrees as follows:

(1)            the

offer of such Notes was not made to a Person in the United States (as defined in Regulation S);

(2)            either:

(A) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any Person acting

on its behalf reasonably believed that the transferee was outside the United States, or (B) the transaction was executed in, on or

through (i) a physical trading floor of an established foreign securities exchange that is located outside the United States in the

case of an exchange or transfer pursuant to Rule 903 of Regulation S or (ii) the facilities of a designated offshore securities

market (as defined in Regulation S) in the case of an exchange or transfer pursuant to Rule 904 of Regulation S and neither the Transferor

nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, and in each of the foregoing

cases such transfer or exchange is otherwise being made in an offshore transaction within the meaning of, and in compliance with, Regulation

(3)            no

directed selling efforts (as defined in Regulation S) have been or will be made in contravention of the requirements of Rule 903(a) or

904(a) of Regulation S, as applicable;

(4)            if

the Transferor is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Notes covered

by this Certificate, then the requirements of Rule 904(b)(1) of Regulation S have been satisfied;

(5)            the

transfer or exchange, as applicable, is not being made to a U.S. Person or for the account or benefit of a U.S. Person;

B-1

(6)            the

transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(7)            upon

completion of the transfer or exchange, as applicable, the beneficial interest being exchanged or transferred as described above will

be held with DTC through Euroclear or Clearstream or both.

This Certificate and the statements

contained herein are made for your benefit and the benefit of the Company.

[TRANSFEROR]

[By: ]

Name:

Title:

Dated:

B-2

Exhibit C

FORM OF

TRANSFER CERTIFICATE FOR THE TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE AFTER THE EXPIRATION OF THE DISTRIBUTION

COMPLIANCE PERIOD

U.S. Bank Trust Company, National Association,

as Trustee

CityPlace I, 185 Asylum Street, 27th Floor

Hartford, Connecticut 06103

Attention: HA Sustainable Infrastructure Capital, Inc.

Re: HA Sustainable Infrastructure

Capital, Inc.

$[ ] 5.950% Notes due 2033

(the “Notes”)

Reference is hereby made to

the Indenture dated as of June 24, 2026 between HA Sustainable Infrastructure Capital, Inc. (the “Company”),

the Guarantors (as defined therein) party thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)

(as amended or supplemented from time to time, the “Indenture”). Capitalized terms not defined in this Certificate

shall have the meanings given to them in the Indenture.

This Certificate relates to

$[ ] aggregate principal amount of Notes represented by a beneficial interest in a Rule 144A Global Note (CUSIP No. 40409A AB6/

ISIN No. US40409AAB61) held through DTC by or on behalf of [TRANSFEROR], as beneficial owner (the “Transferor”).

The Transferor has requested an exchange or transfer of the foregoing principal amount of its beneficial interest for an interest in the

Regulation S Global Note (CUSIP No. U2444X AC8/ ISIN No. USU2444XAC84) to be held by [Euroclear][Clearstream] through DTC.

In connection with such request

and in respect of such Notes, the Transferor hereby certifies that such exchange or transfer is being effected in accordance with the

transfer restrictions set forth in the Notes and the Indenture and pursuant to and in accordance with either (1) Regulation S (“Regulation

S”) under the Securities Act of 1933, as amended (the “Securities Act”), or (2) Rule 144 under

the Securities Act, and accordingly the Transferor hereby represents, covenants or agrees as follows:

(1) with respect to transfers

and exchanges made in reliance on Regulation S (including any such transfers and exchanges made after the U.S. Resale Restriction Termination

Date):

(A)          the

offer of such Notes was not made to a Person in the United States (as defined in Regulation S);

(B)           either:

(a) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any Person acting

on its behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or

through (i) a physical trading floor of an established foreign securities exchange that is located outside the United States in the

case of an exchange or transfer pursuant to Rule 903 of Regulation S or (ii) the facilities of a designated offshore securities

market (as defined in Regulation S) in the case of an exchange or transfer pursuant to Rule 904 of Regulation S and neither the Transferor

nor any Person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States, and in each of the

foregoing cases such transfer or exchange is otherwise being made in an offshore transaction within the meaning of, and in compliance

with, Regulation S;

directed selling efforts (as defined in Regulation S) have been or will be made in contravention of the requirements of Rule 903(a) or

904(a) of Regulation S, as applicable; and

(D)           the

transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or

C-1

(2)            with

respect to transfers and exchanges made after the U.S. Resale Restriction Termination Date: such Notes are being transferred in a transaction

permitted by, and in compliance with, Rule 144 under the Securities Act and the Transferor is contemporaneously delivering the legal

opinion required pursuant to Sections 2.2(b) and 2.2(d)(v) of Appendix A to the Indenture in connection

with such transfer or exchange, as applicable.

This Certificate and the statements

contained herein are made for your benefit and the benefit of the Company.

[TRANSFEROR]

[By: ]

Name:

Title:

Dated:

C-2

Exhibit D

FORM OF

TRANSFER CERTIFICATE

FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL NOTE

TO RULE 144A GLOBAL NOTE PRIOR TO THE

EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD

U.S. Bank Trust Company, National Association,

as Trustee

CityPlace I, 185 Asylum Street, 27th Floor

Hartford, Connecticut 06103

Attention: HA Sustainable Infrastructure Capital, Inc.

Re: HA Sustainable Infrastructure

Capital, Inc.

$[ ] 5.950% Notes due 2033

(the “Notes”)

Reference is hereby made to

the Indenture dated as of June 24, 2026 between HA Sustainable Infrastructure Capital, Inc. (the “Company”),

the Guarantors (as defined therein) party thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)

(as amended or supplemented from time to time, the “Indenture”). Capitalized terms not defined in this Certificate

shall have the meanings given to them in the Indenture.

This Certificate relates to

$[ ] aggregate principal amount of Notes represented by a beneficial interest in a Regulation S Global Note (CUSIP No. U2444X AC8/

ISIN No. USU2444XAC84) held through DTC by or on behalf of [TRANSFEROR], as beneficial owner (the “Transferor”).

The Transferor has requested an exchange or transfer of the foregoing principal amount of its beneficial interest for an interest in the

Rule 144A Global Note (CUSIP No. 40409A AB6/ ISIN No. US40409AAB61) to be held by [Euroclear][Clearstream] through DTC.

In connection with such request,

and in respect of such Notes, the Transferor hereby certifies that such transfer or exchange, as applicable, is being effected in accordance

with the transfer restrictions set forth in the Notes and the Indenture and pursuant to and in accordance with Rule 144A (“Rule 144A”)

under the Securities Act of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably

believes is acquiring such Notes for its own account or an account with respect to which the transferee exercises sole investment discretion

and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A to whom

notice has been given that such transfer or exchange, as applicable, is being made pursuant to Rule 144A, in each case in a transaction

meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or

any other jurisdiction. The Transferor does further certify that it has notified the transferee that it has relied on Rule 144A as

a basis for the exemption from the registration requirements of the Securities Act used in connection with the transfer or exchange, as

applicable.

This Certificate and the statements

contained herein are made for your benefit and the benefit of the Company.

D-1

[TRANSFEROR]

[By: ]

Name:

Title:

Dated:

D-2

Exhibit E

FORM OF

TRANSFER CERTIFICATE FOR OTHER TRANSFERS AND EXCHANGES

U.S. Bank Trust Company, National Association,

as Trustee

CityPlace I, 185 Asylum Street, 27th Floor

Hartford, Connecticut 06103

Attention: HA Sustainable Infrastructure Capital, Inc.

Re: HA Sustainable Infrastructure

Capital, Inc.

$[ ] 5.950% Notes due 2033

(the “Notes”)

Reference is hereby made to

the Indenture dated as of June 24, 2026 between HA Sustainable Infrastructure Capital, Inc. (the “Company”),

the Guarantors (as defined therein) party thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)

(as amended or supplemented from time to time, the “Indenture”). Capitalized terms not defined in this Certificate

shall have the meanings given to them in the Indenture.

This Certificate relates to

$[ ] aggregate principal amount of Notes represented by [a Certificated Note, with serial no. [             ],

held by [TRANSFEROR] (the “Transferor”)][a beneficial interest in a Rule 144A Global Note (CUSIP No. 40409A

AB6 / ISIN No. US40409AAB61) held through DTC by or on behalf of [TRANSFEROR], as beneficial owner (the “Transferor”)][a

beneficial interest in a Regulation S Global Note (CUSIP No. U2444X AC8/ ISIN No. USU2444XAC84) held through DTC by or on behalf

of [TRANSFEROR], as beneficial owner (the “Transferor”)]. The Transferor has requested a transfer or an exchange of

the foregoing principal amount of [such Note to [TRANSFEREE]].

In connection with such request

and in respect of such Notes, the Transferor does hereby certify that such exchange or transfer is being effected in accordance with the

transfer restrictions set forth in the Notes and the Indenture (including Appendix A thereto), and accordingly the Transferor does

hereby represent, covenant or agree as follows:

CHECK ONE BOX BELOW

(1)

☐

such Notes are being transferred to the Company or a Subsidiary of the Company; or

(2)

☐

such Notes are being transferred pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or

(3)

☐

such Notes are being transferred or exchanged, as applicable, pursuant to and in accordance with Rule 144A (“Rule 144A”) under the Securities Act, to a transferee that the Transferor reasonably believes is acquiring such Notes for its own account or an account with respect to which the transferee exercises sole investment discretion and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A to whom notice has been given that such transfer is being made pursuant to Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. The Transferor does further certify that it has notified the transferee that it has relied on Rule 144A as a basis for the exemption from the registration requirements of the Securities Act used in connection with the transfer; or

E-1

(4)

☐

[Regulation S Transfers prior to the expiration of the Distribution Compliance Period] such Notes are being transferred or exchanged, as applicable, pursuant to and in accordance with Rule 903 or Rule 904 (as applicable) of Regulation S (“Regulation S”) under the Securities Act, and (i) the offer of such Notes was not made to a Person in the United States (as defined in Regulation S); (ii) either: (A) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any Person acting on its behalf reasonably believed that the transferee was outside the United States, or (B) the transaction was executed in, on or through (x) a physical trading floor of an established foreign securities exchange that is located outside the United States in the case of an exchange or transfer pursuant to Rule 903 of Regulation S or (y) the facilities of a designated offshore securities market (as defined in Regulation S) in the case of an exchange or transfer pursuant to Rule 904 of Regulation S and neither the Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, and in each of the foregoing cases such transfer or exchange is otherwise being made in an offshore transaction within the meaning of, and in compliance with, Regulation S; (iii) no directed selling efforts (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(a) or 904(a) of Regulation S, as applicable; (iv) if the Transferor is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Notes covered by this Certificate, then the requirements of Rule 904(b)(1) of Regulation S have been satisfied; (v) the transfer or exchange, as applicable, is not being made to a U.S. Person or for the account or benefit of a U.S. Person; (vi) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and (vii) if such Notes are being transferred or exchanged, as applicable, for interests in a Regulation S Global Note, upon completion of the transfer or exchange, the beneficial interest being exchanged or transferred as described above will be held with DTC through Euroclear or Clearstream or both; or

(5)

☐

[Regulation S Transfers after the expiration of the Distribution Compliance Period] such Notes are being transferred or exchanged, as applicable, pursuant to and in accordance with Regulation S, and (i) the offer of such Notes was not made to a Person in the United States (as defined in Regulation S); (ii)either: (A) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any Person acting on its behalf reasonably believed that the transferee was outside the United States, or (B) the transaction was executed in, on or through (x) a physical trading floor of an established foreign securities exchange that is located outside the United States in the case of an exchange or transfer pursuant to Rule 903 of Regulation S or (y) the facilities of a designated offshore securities market (as defined in Regulation S) in the case of an exchange or transfer pursuant to Rule 904 of Regulation S and neither the Transferor nor any Person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States, and in each of the foregoing cases such transfer or exchange is otherwise being made in an offshore transaction within the meaning of, and in compliance with, Regulation S; (iii) no directed selling efforts (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(a) or 904(a) of Regulation S, as applicable; and (iv) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or

(6)

☐

such Notes are being transferred or exchanged, as applicable, pursuant to Rule 144 under the Securities Act of 1933 or another available exemption from registration under the Securities Act of 1933 and the Transferor is contemporaneously delivering the legal opinion required pursuant to Section 2.2(b) and/or Section 2.2(d)(v) of Appendix A to the Indenture in connection with such transfer.

E-2

Unless one of the boxes is checked, the Security

Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder

thereof; provided, however, that if box (6) is checked, the Transferor shall be required to deliver to the Security

Registrar the legal opinion referred to in Section 2.2(b) of Appendix A to the Indenture; and provided,

further, that in any such case the Transferor may be required to deliver such additional certifications, legal opinions and other

information as may be required by the Company to determine that the proposed transfer or exchange is being made in compliance with the

Securities Act and applicable state or other securities laws.

This Certificate and the statements contained

herein are made for your benefit and the benefit of the Company.

[TRANSFEROR]

[By: ]

Name:

Title:

Dated:

E-3

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2616629d10_ex4-2.htm · Sequence: 3

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”)

is made and entered into June 24, 2026 by and among HA Sustainable Infrastructure Capital, Inc., a Delaware Corporation (the

“Company”), the Guarantors (as defined below) and Citigroup Global Markets Inc., RBC Capital Markets, LLC, BMO Capital

Markets Corp. and J.P. Morgan Securities LLC, in their capacity as representatives (the “Representatives”) of the several

initial purchasers set forth in the Purchase Agreement (together with the Representative, the “Initial Purchasers”).

This Agreement is made pursuant to the Purchase Agreement,

dated June 15, 2026 (the “Purchase Agreement”), by and among the Company as issuer, the Guarantors, U.S. Bank

Trust Company, National Association (the “Trustee”) and the Initial Purchasers, which provides for, among other things,

the sale to the Initial Purchasers of $1,000,000,000 aggregate principal amount of 5.950% Green Senior Unsecured Notes due 2033 (the

“Notes”). The Guarantors will, subject to termination and release in certain circumstances, jointly and severally,

unconditionally guarantee on a senior unsecured basis, the obligations of the Company, including the due and punctual payment of interest

on the Notes (the “Guarantees”).

In order to induce the Initial Purchasers to enter

into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect

transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the

Purchase Agreement.

In consideration of the foregoing, the parties hereto

agree as follows:

1.            Definitions.

As used in this Agreement, the following capitalized

defined terms shall have the following meanings:

“Agreement” shall

have the meaning set forth in the preamble.

“Company” shall have

the meaning set forth in the preamble and shall also include the Company’s successors.

“Exchange Act” shall

mean the United States Securities Exchange Act of 1934, as amended from time to time.

“Exchange Dates” shall

have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Deadline”

shall have the meaning set forth in Section 2(a) hereof.

“Exchange Notes” shall

mean notes containing terms identical to the Notes (except that (i) interest thereon shall accrue from the last date on which interest

was paid on the Notes or, if no such interest was paid, June 24, 2026, (ii) such Exchange Notes will not contain restrictions

on transfer, and (iii) such Exchange Notes are not entitled to the additional interest specified in Section 2(d) below)

and corresponding Guarantees to be offered to Holders of Notes in exchange for Notes and corresponding Guarantees pursuant to the Exchange

Offer.

“Exchange Offer” shall

mean the exchange offer by the Company and the Guarantors of Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof.

“Exchange Offer Registration”

shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration

Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form)

and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus

contained therein or deemed a part thereof, all exhibits thereto and all material incorporated by reference therein.

“Free Writing Prospectus”

shall mean each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company

or used or referred to by the Company in connection with the Exchange Notes or the Registrable Notes.

“Guarantees” shall

have the meaning set forth in the preamble.

“Guarantors” shall

initially mean each of Hannon Armstrong Sustainable Infrastructure L.P. (the “Operating Partnership”), Hannon Armstrong

Capital, LLC (“HAC”), HAT Holdings I LLC (“HAT I”), HAT Holdings II LLC (“HAT II”),

HAC Holdings I LLC (“HAC I”), and HAC Holdings II LLC (“HAC II”).

“Holder” shall mean

the Initial Purchasers, for so long as they own any Registrable Notes, and each of their successors, assigns and direct and indirect transferees

who become registered owners of Registrable Notes; provided that for purposes of Sections 4 and 5 of this Agreement,

the term “Holder” shall include Participating Broker-Dealers (as defined in Section 4(a)).

“Indenture” shall

mean the Indenture dated as of June 24, 2026 by and among the Company, the Guarantors and the Trustee, as may be amended, supplemented,

waived or otherwise modified from time to time in accordance with the terms thereof.

“Initial Purchasers”

shall have the meaning set forth in the preamble.

“Issuance Date” shall

mean June 24, 2026.

“Issuer Information”

shall mean material information about the Company or the Notes that has been provided by or on behalf of the Company.

“Majority Holders”

shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Notes; provided that whenever

the consent or approval of Holders of a specified percentage of Registrable Notes is required hereunder, Registrable Notes held by the

Company or any of its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers

or subsequent Holders of Registrable Notes if such subsequent Holders are deemed to be such affiliates solely by reason of their holding

of such Registrable Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required

percentage or amount.

“Notes” shall have

the meaning set forth in the preamble.

“Person” shall mean

an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or

political subdivision thereof.

“Prospectus” shall

mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration

Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including

a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Notes covered by a Shelf Registration

Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference

therein.

“Purchase Agreement”

shall have the meaning set forth in the preamble.

“Registrable Notes”

shall mean the Notes and corresponding Guarantees; provided, however, that the Notes and corresponding Guarantees shall

cease to be Registrable Notes (i) if such Notes are afforded the opportunity to be exchanged for Exchange Notes in an Exchange Offer

that complies with Section 2(a) hereof, (ii) when a Registration Statement with respect to such Notes and corresponding

Guarantees shall have been declared effective under the Securities Act and either (A) such Notes and corresponding Guarantees shall

have been exchanged or disposed of pursuant to such Registration Statement or (B) a period of one year has elapsed following such

effectiveness, (iii) when such Notes and corresponding Guarantees have been sold pursuant to Rule 144 (but not Rule 144A)

under the Securities Act or (iv) when such Notes and corresponding Guarantees shall have otherwise ceased to be outstanding.

“Registration Expenses”

shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including

without limitation: (i) all SEC or Financial Industry Regulatory Authority registration and filing fees, (ii) all fees and expenses

incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel

for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Notes or Registrable Notes), (iii) all

expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement,

any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements

and other documents relating to the performance of and compliance with this Agreement, (iv) all fees and disbursements relating to

the qualification of the Indenture under applicable securities laws, if applicable, (v) the fees and disbursements of counsel for

the Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders

(which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (vi) the

fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special

audits or “comfort” letters required by or incident to such performance and compliance, but excluding fees and expenses of

counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts

and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Notes by a Holder.

“Registration Statement”

shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Notes or Registrable Notes pursuant

to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments,

in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and all material incorporated by

reference therein.

“SEC” shall mean the

Securities and Exchange Commission.

“Securities Act” shall

mean the United States Securities Act of 1933, as amended from time to time.

“Shelf Registration”

shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement”

shall mean a “shelf” registration statement of the Company and the Guarantors pursuant to the provisions of Section 2(b) of

this Agreement which covers all of the Registrable Notes on an appropriate form under Rule 415 under the Securities Act, or any similar

rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective

amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and all material incorporated

by reference therein.

“TIA” shall have the

meaning set forth in Section 3(l) hereof.

“Underwriter” shall

have the meaning set forth in Section 3 hereof.

“Underwritten Registration”

or “Underwritten Offering” shall mean a registration in which Registrable Notes are sold to an Underwriter for reoffering

to the public.

2.            Registration

Under the Securities Act.

(a)           To

the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC and subject to the condition set

forth in Section 2(b), the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed an Exchange

Offer Registration Statement following the Issuance Date covering the offer by the Company and the Guarantors to the Holders who are

not prohibited by any law or policy of the SEC, or applicable interpretation of the Staff of the SEC, from participating in the Exchange

Offer to exchange all of the Registrable Notes for Exchange Notes, to cause the Exchange Offer Registration Statement to be declared

or otherwise become effective and to have the Exchange Offer Registration Statement remain effective until the closing of the Exchange

Offer. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has

been declared effective by the SEC. The Company and the Guarantors shall keep the exchange offer open for not less than 20 business days

after the date the notice referred to below is mailed to the Holders, and the Exchange Deadline shall not be extended because of this

requirement. The Company and the Guarantors shall use their commercially reasonable efforts to have the Exchange Offer consummated not

later than the 365th day after the Issuance Date (or, if the last day of such 365-day period is not a business day, the first business

day thereafter) (the “Exchange Deadline”). The Company and the Guarantors shall commence the Exchange Offer by mailing

the related exchange offer Prospectus and accompanying documents to each Holder, through DTC or otherwise, stating in such Prospectus

or accompanying documents, in addition to such other disclosures as are required by applicable law:

(i)            that

the Exchange Offer is being made pursuant to this Agreement and that all Registrable Notes validly tendered and not withdrawn will be

accepted for exchange;

(ii)           the

dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (such dates,

the “Exchange Dates”);

(iii)          that

any Registrable Note not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this

Agreement;

(iv)          that

Holders electing to have a Registrable Note exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Note,

together with the enclosed letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City

of New York) specified in the notice prior to the close of business on the last Exchange Date; and

(v)           that

Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending to the

institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, facsimile

transmission or letter setting forth the name of such Holder, the principal amount of Registrable Notes delivered for exchange and a statement

that such Holder is withdrawing his election to have such Registrable Notes exchanged.

As soon as practicable after the last Exchange Date

for the Exchange Offer, the Company and the Guarantors shall:

(i)            accept

for exchange Registrable Notes or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and

(ii)          deliver,

or cause to be delivered, to the Trustee for cancellation all Registrable Notes or portions thereof so accepted for exchange by the Company

and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Note equal in principal amount to the

principal amount of the Registrable Notes surrendered by such Holder; provided that if any of the Registrable Notes are in book-entry

form, the Company shall, in cooperation with the Trustee, effect the exchange of Registrable Notes in accordance with applicable book-entry

procedures.

The Company and the Guarantors shall use their commercially

reasonable efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities

Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. Except as set forth in Section 2(b),

the Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable

interpretation of the Staff of the SEC. The Company shall inform the Initial Purchasers of the names and addresses known to the Company

(including through DTC) of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right, subject to

applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Notes in the Exchange Offer.

If the Company effects the Exchange Offer, the Company

and the Guarantors shall be entitled to close the Exchange Offer twenty (20) business days after such commencement (provided that

the Company has accepted all the Notes and corresponding Guarantees theretofore validly tendered and not withdrawn in accordance with

the terms of the Exchange Offer).

Each Holder participating in the Exchange Offer shall

be required to represent to the Company and the Guarantors in writing that at the time of the consummation of the Exchange Offer (i) any

Exchange Notes received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements

or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Notes and corresponding

Guarantees or the Exchange Notes, (iii) such Holder is not an affiliate of the Company within the meaning of Rule 405 under

the Securities Act, (iv) if such Holder is not a broker dealer, that it is not engaged in and does not intend to engage in, the distribution

of the Exchange Notes and (v) if such Holder is a broker dealer, that it will receive Exchange Notes for its own account in exchange

for Notes and corresponding Guarantees that were acquired as a result of market making activities or other trading activities and that

it will be required to acknowledge that it will deliver a prospectus in connection with the resale of such Exchange Notes.

All of any Guarantor’s obligations under this

Agreement will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its

obligations under this Agreement in the event that such Guarantor’s Guarantee of the Notes is terminated and released pursuant to

the Indenture and no corresponding guarantee will be offered to Holders of Notes in an Exchange Offer in exchange for any such Guarantee

that has been permanently terminated and released and the offer and sale of such Guarantee will not otherwise be included in any registration

statement pursuant to this Agreement.

(b)           In

the event that the Company and the Guarantors determine (1) that the Exchange Offer Registration provided for in Section 2(a) above

is not available or may not be consummated by the Exchange Deadline because it would violate applicable law or the applicable interpretations

of the Staff of the SEC, (2) the issuance of the Exchange Notes would cause the Company to be required to become registered as an

investment company under the United States Investment Company Act of 1940, as amended, or (3) the Initial Purchasers so request with

respect to Registrable Notes that have, or that are reasonably likely to be determined to have, the status of unsold allotments in the

original distribution of the Notes held by Holders that are not affiliates of the Company or any of the Guarantors, then the Company and

the Guarantors shall, in lieu of effecting the registration of Exchange Notes pursuant to an Exchange Offer Registration Statement and

at no cost to the Holders, (i) as promptly as practicable, file with the SEC a shelf registration statement covering resales of the

Registrable Notes (a “Shelf Registration Statement”), (ii) use their commercially reasonable efforts to cause

the Shelf Registration Statement to be declared or otherwise become effective under the Securities Act by the Exchange Deadline and (iii) use

their commercially reasonable efforts to keep continuously effective the Shelf Registration Statement for a period of one year after its

effective date (or for such shorter period as shall end when all of the Registrable Notes covered by the Shelf Registration Statement

have been sold pursuant thereto or may be freely sold pursuant to Rule 144 under the Securities Act). The Company and the Guarantors

further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required

by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for the Shelf Registration

Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested

by a Holder with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment

to become effective and the Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable

as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Holders of Registrable Notes copies of any such

supplement or amendment promptly after its being used or filed with the SEC.

Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) and

Section 2(b). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale

or disposition of such Holder’s Registrable Notes pursuant to the Shelf Registration Statement.

(d)           An

Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof

will not be deemed to have become effective unless it has been declared effective by the SEC or otherwise becomes effective under SEC

rules. If neither the Exchange Offer is consummated nor the Shelf Registration Statement is declared effective or otherwise becomes effective

under SEC rules on or prior to the Exchange Deadline, then with respect to the first 90-day period immediately following the Exchange

Deadline the interest rate on the Registrable Notes will be increased by 0.25% per annum effective as of the first day after the Exchange

Deadline and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period, but only until the Exchange

Offer is consummated or the Shelf Registration Statement is declared or otherwise becomes effective under SEC rules. If the Shelf Registration

Statement ceases to be available for more than 45 days during any three-month period or 120 days within any twelve-month period,

during the period that it is required to be available pursuant to Section 2(b), the interest rate per annum borne by the Registrable

Notes shall be increased by 0.25% for the first 90-day period from the 46th day or 121st day, as applicable, and will increase by an

additional 0.25% per annum with respect to each subsequent 90-day period, until such time as the Shelf Registration Statement again becomes

available; provided that for the purpose of this sentence, the Shelf Registration Statement shall be deemed to have ceased to

be available during:

(A) any period in which the offering of Registrable Notes pursuant to the Shelf Registration Statement is interfered with by any stop

order, injunction or other order or requirement of the SEC or any other governmental agency or court;

(B) the occurrence of any event or the existence of any fact, as a result of which the Shelf Registration Statement shall contain any

untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements

therein not misleading, with respect to which notice has been given by the Company pursuant to Section 3(i); or

(C) the occurrence or existence of any pending corporate development that, in the discretion of the Company, makes it appropriate to suspend

the availability of the Shelf Registration Statement with respect to which notice has been given by the Company pursuant to Section 3(e).

(e)           The

maximum possible increase in the interest rate per annum on the Registrable Notes pursuant to Section 2(d) hereof, at any time,

shall be 0.50%.

3.            Registration

Procedures.

In connection with the obligations of the Company

and the Guarantors with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the

Company and the Guarantors shall:

(a)           prepare

and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected

by the Company and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Notes

by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form

and include all financial statements required by the SEC to be filed therewith, and use their commercially reasonable efforts to cause

such Registration Statement to become effective and remain effective in accordance with Section 2 hereof;

(b)           prepare

and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration

Statement effective for the applicable period under this Agreement and cause each Prospectus to be supplemented by any required prospectus

supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; to keep each Prospectus current during

the period described under Section 4(3) and Rule 174 under the Securities Act that is applicable to transactions by brokers

or dealers with respect to the Registrable Notes or Exchange Notes;

the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company

or the Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed;

(d)           in

the case of a Shelf Registration, furnish to each Holder of Registrable Notes, to counsel for the Initial Purchasers, to counsel for such

Holders and to each Underwriter of an Underwritten Offering of Registrable Notes, if any, without charge, as many copies of each Prospectus,

including each preliminary Prospectus or Free Writing Prospectus, and any amendment or supplement thereto and such other documents as

such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Notes;

and the Company and the Guarantors consent to the use of such Prospectus, preliminary Prospectus or such Free Writing Prospectus and any

amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Notes and any such Underwriters

in connection with the offering and sale of the Registrable Notes covered by and in the manner described in such Prospectus, preliminary

Prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;

(e)           use

their commercially reasonable efforts to register or qualify the Registrable Notes under all applicable state securities or “blue

sky” laws of such jurisdictions as any Holder of Registrable Notes covered by a Registration Statement shall reasonably request

in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection

with any filings required to be made with the Financial Industry Regulatory Authority and do any and all other acts and things which may

be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable

Notes owned by such Holder; provided, however, that neither the Company nor any Guarantor shall be required to (i) qualify

as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for

this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such

jurisdiction if it is not so subject;

(f)            notify

counsel for the Representatives and, in the case of a Shelf Registration, notify each Holder of Registrable Notes who has provided contact

information to the Company, counsel for the Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder

or counsel, confirm such advice in writing (i) when a Shelf Registration Statement has become effective, when any post-effective

amendment thereto has been filed and becomes effective and when any Free Writing Prospectus has been filed or any amendment or supplement

to the Prospectus or any Free Writing Prospectus has been filed (ii) of any request by the SEC or any state securities authority

for amendments and supplements to a Shelf Registration Statement and related Prospectus or for material additional information after the

Shelf Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop

order suspending the effectiveness of a Shelf Registration Statement or the initiation of any proceedings for that purpose, (iv) if,

between the effective date of a Shelf Registration Statement and the closing of any sale of Registrable Notes covered thereby, the representations

and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement,

if any, relating to the offering cease to be true and correct in all material respects or if the Company or any Guarantor receives any

notification with respect to the suspension of the qualification of such Registrable Notes for sale in any jurisdiction or the initiation

of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective

which makes any statement made in the Shelf Registration Statement or the related Prospectus untrue in any material respect or which requires

the making of any changes in the Shelf Registration Statement or Prospectus in order to make the statements therein (in the case of the

Prospectus, in the light of the circumstances under which they were made) not misleading, (vi) of the occurrence of (but not the

nature of or details concerning) any event described in Section 2(d)(C) above and (vii) of any determination by the Company

or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free

Writing Prospectus would be appropriate;

(g)           make

every reasonable best effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest

possible moment and provide immediate notice to each Holder of the withdrawal of any such order;

(h)           in

the case of a Shelf Registration, furnish to each Holder of Registrable Notes, without charge, at least one conformed copy of each Shelf

Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto,

unless requested);

(i)            in

the case of a Shelf Registration, cooperate with the selling Holders of Registrable Notes to facilitate the timely preparation and delivery

of Notes representing Registrable Notes to be sold and not bearing any restrictive legends, and enable such Registrable Notes to be in

such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably

request at least two business days prior to the closing of any sale of Registrable Notes;

(j)            in

the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(f)(v) hereof, use their commercially

reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to a Shelf Registration Statement or the

related Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document

so that, as thereafter delivered to the purchasers of the Registrable Notes, such Prospectus or any Free Writing Prospectus will not contain

any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading. The Company and the Guarantors agree to notify the Holders to suspend use of

the Prospectus or Free Writing Prospectus, as the case may be, as promptly as practicable after the occurrence of such an event, and the

Holders hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company has amended

or supplemented the Prospectus or the Free Writing Prospectus, as the case may be to correct such misstatement or omission;

(k)           Within

a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a

Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration

Statement or a Prospectus or any Free Writing Prospectus after initial filing of a Registration Statement, provide copies of such document

to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) and make

such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel

(and, in the case of a Shelf Registration Statement, the Holders or their counsel) available for discussion of such document, and shall

not at any time file or make any amendment to the Registration Statement, any Prospectus, any Free Writing Prospectus or any amendment

of or supplement to a Registration Statement or a Prospectus or Free Writing Prospectus or any document which is to be incorporated by

reference into a Registration Statement or a Prospectus or Free Writing Prospectus, of which the Initial Purchasers and their counsel

(and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished

a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their

counsel) shall reasonably object, except for any amendment or supplement or document (a copy of which has been previously furnished to

the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel)) which counsel

to the Company and the Guarantors shall advise the Company in writing is required in order to comply with applicable law, the Initial

Purchasers agree, and, by virtue of the acquisition of Registrable Notes, the Holders agree, that, if they receive timely notice and

documents under this clause (k), they will not take actions or make objections under this clause (k) such that the Company

is unable to comply with its obligations under Section 2(a) or Section 2(b) hereof;

(l)            obtain

a CUSIP number for each of the Exchange Notes or the Registrable Notes, as the case may be, not later than the effective date of a Registration

Statement;

(m)          cause

the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), in connection with the registration

of the Exchange Notes or Registrable Notes, as the case may be, cooperate with the Trustee and the Holders to effect such changes to

the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use their

commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other

forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(n)           in

the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Notes, any Underwriter

participating in any disposition pursuant to the Shelf Registration Statement, and attorneys and accountants designated by the Holders,

at reasonable times and in a reasonable manner, all financial and other records, pertinent documents and properties of the Company and

the Guarantors, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information

reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement;

provided, however, that any records, information or documents that are reasonably designated by the Company or any Guarantor

as confidential at the time of delivery of such records, information or documents shall be kept confidential by such persons, unless

(i) such records, information or documents are in the public domain or otherwise publicly available, (ii) disclosure of such

records, information or documents is required by court or administrative order or is necessary to respond to inquiries of regulatory

authorities (subject to the requirements of such order, and only after such person shall have given the Company and the Guarantors prompt,

and, if possible, at least 48 hours, prior written notice of such requirements so that the Company and the Guarantors, at their expense,

may undertake appropriate action to prevent disclosure of such information or records; provided that, should it be determined

their disclosure is required, such person will take all precautions in consultation with the Company and the Guarantors to preserve the

confidentiality of such records, information or documents), (iii) disclosure of such records, information or documents is required

by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement

or the use of any Prospectus referred to in this Agreement) or (iv) such records, information or documents become available to any

such person from a source other than the Company and the Guarantors and that such person reasonably believes was entitled to disclose

such records, information or documents to such person, and such sources is not subject to any contractual, legal, fiduciary or other

obligation of confidentiality;

(o)           if

reasonably requested by any Holder of Registrable Notes covered by a Registration Statement, (i) promptly incorporate in a Prospectus

supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included

therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company

or any Guarantor has received notification of the matters to be incorporated in such filing; and

(p)           at

least up until the Exchange Deadline, use their commercially reasonable efforts to cause the Registrable Notes or the Exchange Notes,

as the case may be, to continue to be rated by two nationally recognized statistical rating organizations (as such term is defined in

Section 3(a)(62) under the Exchange Act);

(q)           in

the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including

those requested by the Majority Holders of Registrable Notes being sold) in order to expedite or facilitate the disposition of such Registrable

Notes pursuant to an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties

to the Holders and the Underwriters of such Registrable Notes with respect to the business of the Company and its subsidiaries, the Registration

Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any,

in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the

same if and when requested, (ii) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form,

scope and substance, shall be reasonably satisfactory to the Majority Holders of Registrable Notes being sold and such Underwriters and

their respective counsel) addressed to each selling Holder and Underwriter of Registrable Notes, covering the matters customarily covered

in opinions requested in connection with underwritten firm commitment offerings, (iii) obtain “comfort” letters from

the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant

of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements

and financial data are or are required to be included in such Registration Statement) addressed to each selling Holder and Underwriter

of Registrable Notes, such letters to be in customary form and covering matters of the type customarily covered in “comfort”

letters in connection with underwritten firm commitment offerings, and (iv) deliver such documents and certificates as may be reasonably

requested by the Majority Holders of Registrable Notes being sold or the Underwriters, and which are customarily delivered in underwritten

offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to

clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement.

In the case of a Shelf Registration Statement, the

Company may require each Holder of Registrable Notes to furnish to the Company such information regarding such Holder and the proposed

distribution by such Holder of such Registrable Notes as the Company and the Guarantors may from time to time reasonably request in writing.

The Company and the Guarantors may exclude from such registrations the Registrable Note of any Holder who fails to furnish such information

within 30 days after receiving such request. Each Holder further agrees, by acquisition of the Registrable Notes, to notify the Company

and the Guarantors, within ten business days of a request from the Company or any Guarantor, of the amount of Registrable Notes sold pursuant

to the Shelf Registration Statement and, in the absence of a response, the Company and the Guarantors may assume that all of such Holder’s

Registrable Notes were sold.

In the case of a Shelf Registration Statement, each

Holder agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the kind described

in Section 3(f)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Notes pursuant to a Shelf Registration

Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated

by Section 3(i) hereof, and, if so directed by the Company and the Guarantors, such Holder will deliver to the Company and the

Guarantors (at the Company’s expense) all copies in its possession, other than permanent file copies then in such Holder’s

possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Notes current at the time of receipt of such notice.

If the Company and the Guarantors shall give any such notice to suspend the disposition of Registrable Notes pursuant to a Registration

Statement, the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective

pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including

the date when such Holders shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary

to resume such dispositions. The Company and the Guarantors may give any such notice only twice during any 365-day period and any such

suspensions may not exceed 45 days for each suspension and there may not be more than two suspensions in effect during any 365-day

period.

The Holders of Registrable Notes covered by a Shelf

Registration Statement who desire to do so may sell such Registrable Notes in an Underwritten Offering. In any such Underwritten Offering

if requested by the Majority Holders of such Registrable Notes, the investment banker or investment bankers and manager or managers (such

persons, the “Underwriters”) that will administer the offering will be selected by the Majority Holders of such Registrable

Notes included in such offering, subject to the consent of the Company (which shall not be unreasonably withheld).

4.            Participation

of Broker-Dealers in Exchange Offer.

(a)          The

Staff of the SEC has taken the position that any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer

in exchange for Notes that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating

Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver

a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

The Company and the Guarantors understand that it

is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution

containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Notes, without

naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be delivered by

Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange

Notes for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

(b)          In

light of Section 4(a), notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree that the provisions

of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such

reasonable modifications thereto as may be, reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers,

in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Notes by

Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that:

(i)            the

Company and the Guarantors shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement,

as would otherwise be contemplated by Section 3(i), (A) after the Participating Broker-Dealers shall have disposed of the Registrable

Notes or (B) for a period exceeding 90 days after the last Exchange Date (as such period may be extended pursuant to the penultimate

paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the Company and the Guarantors

to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4;

and

(ii)           the

application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to

the extent not required by the positions of the Staff of the SEC or the Securities Act and the rules and regulations thereunder,

will be in conformity with the reasonable request to the Company and the Guarantors by the Initial Purchasers or with the reasonable

request in writing to the Company and the Guarantors by one or more broker-dealers who certify to the Initial Purchasers and the Company

and the Guarantors in writing that they anticipate that they will be Participating Broker-Dealers; and provided further that,

in connection with such application of the shelf registration procedures set forth in Section 3 to an Exchange Offer Registration,

the Company shall be obligated (x) to deal only with the entity representing the Participating Broker-Dealers, which shall be Mizuho

Securities USA LLC, unless it elects not to act as such representative, (y) to pay the fees and expenses of only one counsel representing

the Participating Broker-Dealers, which shall be counsel to the Initial Purchasers unless such counsel elects not to so act and (z) to

cause to be delivered only one, if any, “comfort” letter with respect to the Prospectus in the form existing on the last

Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above.

Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder with respect to any request that it may make pursuant

to Section 4(b) above.

5.            Indemnification

and Contribution.

(a)           The

Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, their respective directors,

officers, employees, affiliates and agents, each Holder and each person who controls any Initial Purchaser or Holder within the meaning

of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which

they or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation,

at common law or otherwise, insofar as such losses, claims, damages or liabilities or actions in respect thereof arise out of or are based

upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment

thereto) pursuant to which Exchange Notes or Registrable Notes were registered under the Securities Act, including all documents incorporated

therein by reference, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or

necessary to make the statements therein not misleading, or caused by any untrue statement or alleged untrue statement of a material fact

contained in any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), any

Free Writing Prospectus or any Issuer Information filed or required to be filed pursuant to Rule 433(d) under the Securities

Act in each case, taken together with such Prospectus, or caused by any omission or alleged omission to state therein a material fact

necessary to make the statements therein in the light of the circumstances under which they were made not misleading, and agrees to reimburse

each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or

defending any such loss, claim, damage, liability or action; provided, however, that neither the Company nor any Guarantor

will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue

statement or alleged untrue statement or omission or alleged omission made in any Registration Statement (or any amendment thereto), any

Prospectus (or any amendment or supplement thereto) or any Free Writing Prospectus, in reliance upon and in conformity with written information

furnished to the Company by or on behalf of any Initial Purchaser or Holder specifically for inclusion therein. In connection with any

Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters,

if any, and dealers participating in the distribution, their officers and directors and each Person who controls such Persons (within

the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the

Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.

This indemnity agreement will be in addition to any liability that the Company and the Guarantors may otherwise have.

(b)           Each

Holder severally, and not jointly, agrees to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and the

other selling Holders, and each of their respective directors, officers and each person who controls the Company, the Guarantors, any

Initial Purchaser and the other selling Holders within the meaning of either the Securities Act or the Exchange Act, to the same extent

as the foregoing indemnity from the Company and the Guarantors to each Initial Purchaser and Holder, but only with reference to written

information relating to such Holder or any Initial Purchaser furnished to the Company by or on behalf of such Holder in writing specifically

for inclusion in any Registration Statement (or any amendment thereto), any Prospectus (or any amendment or supplement thereto) or any

Free Writing Prospectus.

after receipt by an indemnified party under this Section 5 of notice of the commencement of any action, such indemnified party will,

if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party in

writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability

under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results

in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying

party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or

(b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s

choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought

(in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than

local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided,

however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election

to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right

to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of

such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present

such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both

the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses

available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party;

(iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified

party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the

indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior

written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending

or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether

or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent:

(i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding

and (ii) does not include an admission of fault. Additionally, an indemnified party will not, without the prior written consent

of the indemnifying parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim,

action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying

parties are actual or potential parties to such claim or action), but if settled, compromised or consented to with such consent or if

there otherwise be a final judgment for the plaintiff, the indemnifying parties, jointly and severally, agree to indemnify each indemnified

party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at

any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of

counsel as contemplated by this paragraph, the indemnifying party shall be liable for any settlement of any proceeding effected without

its written consent if (i) such settlement is entered into more than 30 days after receipt by the indemnifying party of such request

and (ii) the indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date

of such settlement.

(d)           In

the event that the indemnity provided in paragraph (a) or (b) of this Section 5 is unavailable to or insufficient

to hold harmless an indemnified party for any reason, each indemnifying party severally agrees to contribute to the aggregate losses,

claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending

any loss, claim, damage, liability or action) (collectively “Losses”) to which the indemnified party may be subject

in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified

party or parties on the other hand in connection with the statements or omissions that resulted in such Losses, as well as any other

relevant equitable considerations. Relative fault shall be determined by reference to, among other things, whether any untrue or alleged

untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the

Company and the Guarantors on the one hand or the Initial Purchasers and the Holders on the other, the intent of the parties and their

relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the

Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution were determined by pro rata allocation

or any other method of allocation that does not take account of the equitable considerations referred to above. The Holders’ respective

obligations to contribute pursuant to this Section 5(d) are several in proportion to the respective principal amount of Registrable

Notes of such Holder that were registered pursuant to a Registration Statement. Notwithstanding the provisions of this Section 5,

no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable

Notes were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such

untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning

of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent

misrepresentation. For purposes of this Section 5, each person who controls an Initial Purchaser or Holder within the meaning of

either the Securities Act or the Exchange Act and each director, officer, employee, Affiliate and agent of an Initial Purchaser or Holder

shall have the same rights to contribution as such Initial Purchaser or Holder, and each person who controls the Company and the Guarantors

within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company or any Guarantor or

any Owner shall have the same rights to contribution as the Company and the Guarantors, subject in each case to the applicable terms

and conditions of this paragraph (d).

The indemnity and contribution provisions contained

in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any

investigation made by or on behalf of the Initial Purchasers, any Holder or any Person controlling any Initial Purchaser or any Holder,

or by or on behalf of the Company or any Guarantor, its officers or directors or any Person controlling the Company or any Guarantor,

(iii) acceptance of any of the Exchange Notes and (iv) any sale of Registrable Notes pursuant to a Shelf Registration Statement.

6.            Miscellaneous.

(a)           No

Inconsistent Agreements. The Company and the Guarantors have not entered into, and on or after the date of this Agreement will not

enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Notes in this Agreement or otherwise

conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent

with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements. For

the avoidance of doubt, nothing herein shall prevent the Company and the Guarantors from entering into any registration rights agreement

with respect to any of the Company’s and the Guarantors issued or guaranteed and outstanding securities or any securities to be

issued or guaranteed by the Company or the Guarantors from time to time.

(b)           Amendments

and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,

and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained

the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Notes affected by

such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement,

waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable

Notes unless consented to in writing by such Holder.

All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class

mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder

to the Company and the Guarantors by means of a notice given in accordance with the provisions of this Section 6(c), which address

initially is, with respect to the Initial Purchasers, Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013,

Attention: General Counsel, Facsimile: (646) 291-1469; RBC Capital Markets, LLC, Brookfield Place, 200 Vesey St., 8th Floor, New York,

New York 10281, Attention: DCM Transaction Management/Scott Primrose, Telephone: (212) 618-7706, e-mail: TMGUS@rbccm.com; BMO Capital

Markets Corp., 151 West 42nd Street, New York, New York 10036, e-mail: Document_Transaction_Management@bmo.com with a copy to usfigdcm@bmo.com,

Attention: Legal Department; and J.P. Morgan Securities LLC, 270 Park Ave, New York, NY 10017, Attention: Investment Grade Syndicate

Desk, Telephone: (212) 834-4533, notice of which is given in accordance with the provisions of this Section 6(c).

All such notices and communications shall be deemed

to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail,

postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier

guaranteeing overnight delivery.

Copies of all such notices, demands, or other communications

shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d)          Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the

parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing

herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Notes in violation of the terms of the Purchase

Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Notes, in any manner, whether by operation of law

or otherwise, such Registrable Notes shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable

Notes such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement

and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall

have no liability or obligation to the Company and the Guarantors with respect to any failure by a Holder to comply with, or any breach

by any Holder of, any of the obligations of such Holder under this Agreement.

(e)            Purchases

and Sales of Notes. The Company and the Guarantors shall not, and shall use their commercially reasonable efforts to cause their respective

affiliates (as defined in Rule 405 under the Securities Act) not to, purchase and then resell or otherwise transfer any Notes or

corresponding Guarantees prior to the consummation of the Exchange Offer or a Shelf Registration Statement being declared or otherwise

becomes effective.

(f)            Third

Party Beneficiary. The Holders shall be third party beneficiaries to the applicable agreements made hereunder between the Company

and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements

directly to the extent the Initial Purchasers deem such enforcement necessary or advisable to protect their rights or the rights of Holders

hereunder.

(g)           Jurisdiction.

The Company and the Guarantors agree that any suit, action or proceeding against the Company or any Guarantor brought by any Initial

Purchaser, the directors, officers, employees and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser,

arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court

in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of

any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company

and the Guarantors hereby appoint CSC: Corporation Service Company, 80 State Street, Albany, NY 12207-2543 as their authorized agent

(the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based

upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of

New York and County of New York, by any Initial Purchaser, the directors, officers, employees, Affiliates and agents of any Initial Purchaser,

or by any person who controls any Initial Purchaser, and expressly accepts the exclusive jurisdiction of any such court in respect of

any such suit, action or proceeding. The Company and the Guarantors hereby represent and warrant that the Authorized Agent has accepted

such appointment and has agreed to act as said agent for service of process, and the Company and the Guarantors agree to take any and

all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect

as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company

and the Guarantors.

(h)           Waiver

of Immunity. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from

any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice,

attachment in aid or otherwise) with respect to itself or any of its property, the Company and the Guarantors hereby irrevocably waive

and agree not to plead or claim such immunity in respect of its obligations under this Agreement.

(i)            Counterparts.

This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so

executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(j)            Headings.

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(k)           Governing

Law. This Agreement shall be governed by the laws of the State of New York.

(l)            Severability.

In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid,

illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining

provisions contained herein shall not be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have executed this

Agreement as of the date first written above.

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

By:

/s/

Charles W. Melko

Name:

Charles W. Melko

Title:

Senior Managing Director, Chief Financial Officer and Treasurer

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE,

L.P.

By: HA Sustainable Infrastructure

Capital, Inc.,

its general partner

By:

/s/ Charles W.

Melko

Name:

Charles W. Melko

Title:

Senior Managing Director, Chief Financial Officer and Treasurer

HANNON ARMSTRONG CAPITAL, LLC

By:

/s/ Charles W.

Melko

Name:

Charles W. Melko

Title:

Senior Managing Director, Chief Financial Officer and Treasurer

HAT HOLDINGS II LLC

By:

/s/ Charles W.

Melko

Name:

Charles W. Melko

Title:

Chief Financial Officer

Registration Rights Agreement Signature Page

HAT HOLDINGS I LLC

By:

/s/

Charles W. Melko

Name:

Charles W. Melko

Title:

Chief Financial Officer

HAC HOLDINGS II LLC

By:

/s/ Charles W.

Melko

Name:

Charles W. Melko

Title:

Senior Managing Director, Chief Financial Officer and Treasurer

HAC HOLDINGS I LLC

By:

/s/ Charles W.

Melko

Name:

Charles W. Melko

Title:

Senior Managing Director, Chief Financial Officer and Treasurer

Registration Rights Agreement Signature Page

Confirmed and accepted as of the date

first above written:

CITIGROUP

GLOBAL MARKETS INC.

By:

/s/ Adam D. Bordner

Name:

Adam D. Bordner

Title:

Managing Director

RBC CAPITAL

MARKETS, LLC

By:

/s/ Scott J. Tuchfeld

Name:

Scott J. Tuchfeld

Title:

Managing Director

BMO CAPITAL

MARKETS CORP.

By:

/s/ Mark Spadaccini

Name:

Mark Spadaccini

Title:

Managing Director

J.P. MORGAN

SECURITIES LLC

By:

/s/ Stephen L. Sheiner

Name:

Stephen L. Sheiner

Title:

Executive Director

As Representatives of the several

Initial Purchasers

Registration Rights Agreement Signature Page

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