Form 8-K

8-K — STARWOOD PROPERTY TRUST, INC.

Accession: 0001104659-26-066308

Filed: 2026-05-26

Period: 2026-05-26

CIK: 0001465128

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

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 — tm2615544d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2615544d1_ex4-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615544d1_8k.htm · Sequence: 1

false

0001465128

2026-05-26

iso4217:USD

xbrli:shares

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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):

May 26, 2026

Starwood

Property Trust, Inc.

(Exact name of registrant as specified in its

charter)

Maryland

(State or other jurisdiction of

incorporation)

001-34436

(Commission File Number)

27-0247747

(IRS Employer Identification No.)

2340

Collins Avenue, Suite 700

Miami

Beach, FL

33139

(Address of principal

(Zip Code)

executive offices)

Registrant's telephone number, including area code:

(305) 695-5500

(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 Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which

registered

Common

stock, $0.01 par value per share

STWD

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 ¨

If 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 Senior Notes due 2031

On May 26, 2026, Starwood Property Trust, Inc.,

a Maryland corporation (the “Company”), closed its private offering of $600 million aggregate principal amount of its 6.125%

unsecured senior notes due 2031 (the “Notes”), which priced on May 11, 2026. The Notes were issued under an indenture, dated

as of May 26, 2026 (the “Indenture”), between the Company and The Bank of New York Mellon, 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 persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S.

persons in offshore transactions outside the United States 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 allocate an amount equal

to the net proceeds from the offering to finance or refinance, in whole or in part, recently completed or future eligible green and/or

social projects. Net proceeds allocated to previously incurred costs associated with eligible green and/or social projects will be available

for the repayment of indebtedness previously incurred. Pending full allocation of an amount equal to the net proceeds to eligible green

and/or social projects, the Company intends to use the net proceeds to redeem or repay its $400 million outstanding aggregate principal

amount of 3.625% Senior Notes due 2026 and for general corporate purposes, including the repayment of outstanding indebtedness under the

Company’s repurchase facilities.

The Notes are senior unsecured obligations of the

Company and will mature on June 1, 2031. The Notes bear interest at a rate of 6.125% per year. Interest on the Notes will be paid semi-annually

in arrears on each June 1 and December 1, commencing December 1, 2026, to the persons who are holders of record of the Notes on the preceding

May 15 and November 15, respectively.

The following is a brief description of the terms

of the Notes and the Indenture.

Possible Future Guarantees

When the Notes are first issued they will not be

guaranteed by any of the Company’s subsidiaries and none of the Company’s subsidiaries will be required to guarantee the Notes

in the future, except that, under certain circumstances and subject to certain exceptions set forth in the Indenture, one or more of the

Company’s Domestic Subsidiaries (as defined in the Indenture) (except for certain Excluded Subsidiaries or Securitization Entities

(each as defined in the Indenture)) may be required to guarantee the payment of the Notes (the “Springing Guarantee Covenant”).

Ranking

The Notes will be:

· the Company’s senior unsecured obligations;

· 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 any of the Company’s 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

Domestic Subsidiaries that may become guarantors of the Notes).

If any of the Company’s subsidiaries becomes

a guarantor of the Notes, its guarantee will be:

· a senior unsecured obligation of such guarantor;

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

and senior unsecured guarantees of such guarantor;

· effectively subordinated in right of payment to all secured indebtedness

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

· senior in right of payment to any subordinated indebtedness and subordinated

guarantees of such guarantor.

Such guarantor’s guarantee 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, which may include

the permanent termination and release of such guarantee and obligations on and after any date (the “Covenant Termination Date”)

that (a) (i) if, on the Covenant Termination Date, the rating agencies that shall have most recently been selected by the Company for

this purpose are two, the Notes have investment grade credit ratings from each of those selected rating agencies, or (ii) if, on the Covenant

Termination Date, the rating agencies that shall have most recently been selected by the Company for this purpose are three, the Notes

have investment grade credit ratings from at least two of those selected rating agencies, and (b) no Default or Event of Default (each

as defined in the Indenture) has occurred and is continuing. The Springing Guarantee Covenant will also automatically and permanently

terminate and be of no further force and effect on and after the Covenant Termination Date.

Optional Redemption

Prior to December 1, 2030, the Company may redeem

some or all of the Notes 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, and accrued but unpaid interest, if any, to, but excluding, the applicable date of redemption.

On and after December 1, 2030, the Company may redeem some or all of the Notes at any time and from time to time at a price equal to 100%

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

In addition, prior to June 1, 2029, the Company

may redeem up to 40% of the Notes using the proceeds of certain equity offerings at a price equal to 106.125% of the principal amount

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

Change of Control

If a Change of Control Triggering 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 but unpaid interest to, but excluding, the applicable Change of Control Payment Date (as defined in the Indenture).

Covenants

The Indenture contains covenants that, subject

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

· limit the ability of the Company and its subsidiaries to incur additional

indebtedness;

· require that the Company and its subsidiaries maintain Total Unencumbered

Assets (as defined in the Indenture) of not less than 120% of the aggregate principal amount of the outstanding Unsecured Indebtedness

(as defined in the Indenture) of the Company and its subsidiaries; and

· impose certain requirements in order for the Company to merge or consolidate

with another person.

Certain of these covenants will automatically and

permanently terminate and will be of no force or effect on and after the Covenant Termination Date (as defined above).

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 foregoing summary of the Indenture is qualified

in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 4.1 and 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 set forth in Item 1.01 is incorporated

herein by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

4.1

Indenture, dated as of May 26, 2026, between Starwood Property Trust, Inc. and The Bank of New York Mellon, as trustee (including the form of Starwood Property Trust, Inc.’s 6.125% Senior Notes due 2031).

104

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

SIGNATURE

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.

Dated: May 26, 2026

STARWOOD PROPERTY TRUST, INC.

By:

/s/ Jeffrey F. DiModica

Name:

Jeffrey F. DiModica

Title:

President

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2615544d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

Execution Version

INDENTURE

Dated as of May 26, 2026

between

STARWOOD PROPERTY TRUST, INC.

as Issuer,

and

THE BANK OF NEW YORK MELLON,

as Trustee

6.125% Senior Notes due 2031

TABLE

OF CONTENTS

ARTICLE 1

Definitions and Incorporation

by Reference

SECTION 1.01.

Definitions

SECTION 1.02.

Other Definitions

SECTION 1.03.

Incorporation by Reference of Trust Indenture Act

SECTION 1.04.

Rules of Construction; Calculation Date for Basket or

Ratio

ARTICLE 2

The Notes

SECTION 2.01.

Amount of Notes Unlimited

SECTION 2.02.

Form and Dating; Denominations

SECTION 2.03.

Execution and Authentication

SECTION 2.04.

Registrar and Paying Agent

SECTION 2.05.

Paying Agent To Hold Money in Trust

SECTION 2.06.

Holder Lists

SECTION 2.07.

Transfer and Exchange

SECTION 2.08.

Replacement Notes

SECTION 2.09.

Outstanding Notes

SECTION 2.10.

Treasury Notes

SECTION 2.11.

Temporary Notes

SECTION 2.12.

Cancellation

SECTION 2.13.

Defaulted Interest

SECTION 2.14.

CUSIP and ISIN Numbers

SECTION 2.15.

Book-Entry Provisions for Global Notes

ARTICLE 3

Redemption

SECTION 3.01.

Notices to Trustee

SECTION 3.02.

Selection of Notes To Be Redeemed

SECTION 3.03.

Notice of Redemption

SECTION 3.04.

Effect of Notice of Redemption

SECTION 3.05.

Conditions to Redemption

SECTION 3.06.

Deposit of Redemption Price

SECTION 3.07.

Notes Redeemed in Part

ARTICLE 4

Covenants

SECTION 4.01.

Payment of Notes

SECTION 4.02.

Maintenance of Office or Agency

SECTION 4.03.

Compliance Certificate; Notice

of Default

SECTION 4.04.

Waiver of Stay, Extension or

Usury Laws

SECTION 4.05.

Termination of Covenants and

Guarantees

SECTION 4.06.

Change of Control Triggering

Event

SECTION 4.07.

Limitation on Incurrence of

Additional Indebtedness

SECTION 4.08.

Maintenance of Total Unencumbered

Assets

SECTION 4.09.

Reports to Holders

SECTION 4.10.

Future Guarantees

ARTICLE 5

Merger

and Consolidation

SECTION 5.01.

Merger, Consolidation and Sale

of Assets

ARTICLE 6

Defaults

and Remedies

SECTION 6.01.

Events of Default

SECTION 6.02.

Acceleration

SECTION 6.03.

Other Remedies

SECTION 6.04.

Waiver of Past Defaults

SECTION 6.05.

Control by Majority

SECTION 6.06.

Limitation on Suits

SECTION 6.07.

Rights of Holders to Receive

Payment

SECTION 6.08.

Collection Suit by Trustee

SECTION 6.09.

Trustee May File Proofs

of Claim

SECTION 6.10.

Priorities

SECTION 6.11.

Undertaking for Costs

ARTICLE 7

Trustee

SECTION 7.01.

Duties of Trustee

SECTION 7.02.

Rights of Trustee

SECTION 7.03.

Individual Rights of Trustee

SECTION 7.04.

Trustee’s Disclaimer

SECTION 7.05.

Notice of Defaults

SECTION 7.06.

Reports by Trustee

to Holders

SECTION 7.07.

Compensation and Indemnity

SECTION 7.08.

Replacement of Trustee

SECTION 7.09.

Successor Trustee by Merger

SECTION 7.10.

Eligibility; Disqualification

SECTION 7.11.

Preferential Collection of Claims

Against Company

ARTICLE 8

Discharge

of Indenture; Defeasance

SECTION 8.01.

Discharge of Liability on Notes

SECTION 8.02.

Legal Defeasance and Covenant

Defeasance

SECTION 8.03.

Conditions to Legal Defeasance

and Covenant Defeasance

SECTION 8.04.

Application of Trust Money

SECTION 8.05.

Repayment to the Company

SECTION 8.06.

Reinstatement

SECTION 8.07.

Indemnity for Government Obligations

ARTICLE 9

Amendments

SECTION 9.01.

Without Consent of Holders

SECTION 9.02.

With Consent of Holders

SECTION 9.03.

Compliance with Trust Indenture

Act

SECTION 9.04.

Revocation and Effect of Consents

and Waivers

SECTION 9.05.

Notation on or Exchange of Notes

SECTION 9.06.

Trustee To Sign Amendments

ARTICLE 10

Guarantees

SECTION 10.01.

Unconditional Guarantee

SECTION 10.02.

Benefits Acknowledged

SECTION 10.03.

Limitation on Guarantor Liability

SECTION 10.04.

Notation of Guarantee Not Required

SECTION 10.05.

Release of a Guarantor; Termination

of Guarantees

SECTION 10.06.

Subrogation

SECTION 10.07.

Waiver

SECTION 10.08.

No Obligation To Take Action

Against the Company

SECTION 10.09.

Default and Enforcement

SECTION 10.10.

Amendment, Etc.

SECTION 10.11.

Costs and Expenses

iii

ARTICLE 11

Miscellaneous

SECTION 11.01.

Trust Indenture

Act Controls

SECTION 11.02.

Notices

SECTION 11.03.

Communication by Holders with

Other Holders

SECTION 11.04.

Certificate and Opinion as to

Conditions Precedent

SECTION 11.05.

Statements Required in Certificate

or Opinion

SECTION 11.06.

Rules by Trustee, Paying

Agent and Registrar

SECTION 11.07.

Business Day

SECTION 11.08.

Governing Law

SECTION 11.09.

No Recourse Against Others

SECTION 11.10.

Successors

SECTION 11.11.

Multiple Originals

SECTION 11.12.

Table of Contents; Headings

SECTION 11.13.

Force Majeure

SECTION 11.14.

Severability

SECTION 11.15.

USA Patriot Act

SECTION 11.16.

No Adverse Interpretation of

Other Agreements

SECTION 11.17.

Applicable Tax Law

SECTION 11.18.

Waiver of Jury Trial

SECTION 11.19.

Submission to Jurisdiction

SECTION 11.20.

Electronic Execution

SECTION 11.21.

Economic Sanctions

100

Appendix A – Transfer Restrictions

Exhibit A – Form of Note

Exhibit B – Form of Supplemental Indenture

Exhibit C – 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 D – 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 E – 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 F – Form of Transfer Certificate for Other

Transfers and Exchanges

Note: This Table of Contents shall not, for any purpose, be deemed

to be part of this Indenture.

CROSS-REFERENCE TABLE

TIA

Indenture

Section

310

(a)(1)

7.10

(a)(2)

7.10

(a)(3)

N.A.

(a)(4)

N.A.

(b)

7.08;

7.10

(c)

N.A.

311

(a)

7.11

(b)

7.11

(c)

N.A.

312

(a)

2.06

(b)

11.03

(c)

11.03

313

(a)

7.06

(b)(1)

7.06;

11.02

(b)(2)

7.06

(c)

7.06;

11.02

(d)

7.06

314

(a)

4.09;

4.10;

7.06;

11.02

(b)

4.10;

7.02;

11.02

(c)(1)

7.02

(c)(2)

7.02

(c)(3)

N.A.

(d)

1.03;

7.02

(e)

11.05

(f)

N/A

315

(a)

7.01

(b)

7.05;

11.02

(c)

7.01

(d)

7.01

(e)

6.11

316

(a)

(last sentence)

11.06

TIA

Indenture

Section

(a)(1)(A)

6.05

(a)(1)(B)

6.04

(a)(2)

N.A.

(b)

6.07

317

(a)(1)

6.08

(a)(2)

6.09

(b)

2.05

318

(a)

11.01

N.A. Means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed

to be part of this Indenture.

INDENTURE, dated as of May 26, 2026 (this “Indenture”),

between STARWOOD PROPERTY TRUST, INC., a Maryland corporation (the “Company”), and THE BANK OF NEW YORK MELLON,

as Trustee (the “Trustee”).

Each party hereto agrees as follows for the benefit

of the other party and for the equal and ratable benefit of the Holders of the Company’s 6.125% Senior Notes due 2031 to be issued,

from time to time, as provided in this Indenture:

ARTICLE 1

Definitions

and Incorporation by Reference

SECTION 1.01. Definitions.

“Accounting Change” has the meaning

set forth in the definition of “GAAP.”

“Acquired Indebtedness” means

Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Subsidiary of the Company or at the time

it merges or consolidates with or into the Company or any of its Subsidiaries or assumed by the Company or any of its Subsidiaries in

connection with the acquisition of assets from such Person and in each case whether or not incurred by such Person in connection with,

or in anticipation or contemplation of, such Person becoming a Subsidiary of the Company or such merger, consolidation or acquisition.

Acquired Indebtedness shall be deemed to have been incurred on the date such Person becomes a Subsidiary of the Company or merges or

consolidates with or into the Company or any of its Subsidiaries or the date of the assumption of such Indebtedness by the Company or

any of its Subsidiaries, as applicable.

“Acquisition” means any acquisition

or other Investment (including by way of merger, amalgamation or consolidation) by the Company or any of its Subsidiaries and any related

incurrence of Indebtedness (including the incurrence of Acquired Indebtedness).

“Additional Notes” means additional

6.125% Senior Notes due 2031 originally issued under this Indenture after the Issue Date.

“Affiliate” means, with respect

to any specified Person, any other Person who, directly or indirectly, through one or more intermediaries, controls, or is controlled

by, or is under common control with, such specified Person. As used in the immediately preceding sentence and in the definition of “Subsidiary,”

the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management

and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling”

and “controlled” have meanings correlative of the foregoing.

“Agent” means any Registrar,

Paying Agent or co-Registrar.

“Applicable Rating Agencies”

means, at the option of the Company and at any time, (1) the two Rating Agencies most recently selected by the Company in its sole

discretion to be the Applicable Rating Agencies or (2) the three Rating Agencies most recently selected by the Company in its sole

discretion to be the Applicable Rating Agencies. For purposes of clarity, it is understood and agreed that the Company may, from time

to time and in its sole discretion, determine whether there shall be two or three Applicable Rating Agencies and select or change the

Rating Agencies which shall be the Applicable Rating Agencies.

“Associate” means, at any time,

any Person, other than a Subsidiary of the Company, in which the Company or a Subsidiary of the Company holds, owns or acquires an ownership

interest (whether by holding, owning or acquiring Capital Stock or otherwise) at such time.

“Bankruptcy Law” means Title

11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

“Board of Directors” means, as

to any Person, the board of directors, managers or trustees or other governing body of such Person (or, if such Person is a partnership

or limited liability company that does not have such a governing body, the board of directors, managers or trustees or other governing

body of any direct or indirect general partner of such partnership or of any direct or indirect managing member or other managing Person

of such limited liability company) or any duly authorized committee thereof.

“Business Day” means each Monday,

Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized or obligated

by law or executive order to close.

“Capitalized Lease Obligation”

means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital

lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized

amount of such obligations at such date, determined in accordance with GAAP.

“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.

“Cash Management Obligations”

means obligations of the Company or any Subsidiary of the Company in relation to (1) treasury, depository or cash management services,

arrangements or agreements (including, without limitation, credit, debt or other purchase card programs and intercompany cash management

services) or any automated clearinghouse (“ACH”) transfers of funds (including reimbursement and indemnification obligations

with respect to letters of credit or similar instruments), and (2) netting services, overdraft protections, controlled disbursement,

ACH transactions, return items, interstate deposit network services, supplier services, cash pooling and operational foreign exchange

management, Society for Worldwide Interbank Financial Telecommunication transfers and similar programs.

“Change of Control” means:

(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 the Company or any of its 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 (i) 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 and (ii) any Required Asset

Sale) 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 Wholly Owned 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 this 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, expansions, 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 Triggering Event”

means the occurrence of both a Change of Control and a Rating Event.

“Commodity Agreement” means any

commodity futures contract, commodity swap, commodity option or other similar agreement or arrangement designed to protect against fluctuations

in the price of commodities or to otherwise manage commodity prices or the risk of fluctuations in commodity prices.

“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 Person shall have become such pursuant to the

applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Consolidated EBITDA” means,

with respect to any Person and for any period, the Consolidated Net Income of such Person plus or minus, as the case may be, the following

items (without duplication):

(1)            plus,

to the extent Consolidated Net Income has been reduced thereby (without duplication):

(a)            Consolidated

Income Taxes;

(b)            Consolidated

Interest Expense;

depletion and amortization;

(d)            restructuring

or severance charges or expenses;

(e)            any

fees and expenses (including any transaction or retention bonus) incurred during such period, or any amortization thereof for such period,

in connection with the acquisition (including, without limitation, by merger, consolidation or acquisition of Capital Stock) of Investments

or other securities or assets, including any such acquisition consummated prior to the Issue Date and any such acquisition undertaken

but not completed, and any charges or non-recurring costs incurred during such period as a result of any such acquisition; and

(f)             dividends

and distributions paid or made on, or in respect of, partnership interests, limited liability company interests, Capital Stock, beneficial

ownership interests, participations, equity interests or other equivalents (however designated and whether voting or non-voting) of any

Subsidiary of the Company originally issued in exchange for, or as consideration for, (i) any real property or any interests (including,

without limitation, leasehold interests) in real property or in each case any improvements thereon or accessions thereto and/or (ii) any

partnership interests, limited liability company interests, Capital Stock, beneficial ownership interests, participations, equity interests

or other equivalents (however designated and whether voting or non-voting) of any entity that owns or controls, directly or indirectly,

any real property or any interests (including, without limitation, leasehold interests) in real property or in each case any improvements

thereon or accessions thereto;

(2)            plus,

to the extent Consolidated Net Income has been reduced thereby, or minus, to the extent Consolidated Net Income has been increased thereby

(without duplication):

(a)            any

extraordinary or non-recurring gain (or extraordinary or non-recurring loss or charge), together with any related provision for taxes

on any such extraordinary or non-recurring gain (or the tax effect of any such extraordinary or non-recurring loss or charge);

(b)            impairment

charges, reserves and write-offs and reversals of any of the foregoing;

non-cash income or loss attributable to the application of mark-to-market accounting;

(d)            after-tax

gains and after-tax losses from sales, conveyances, transfers, assignments or other dispositions (including, without limitation, by merger

or consolidation) of Investments or other securities or assets, in each case excluding the effect of any cumulative mark to market gains

or losses;

(e)            income

or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or

not such operations were classified as discontinued, but not including revenues, expenses, gains and losses relating to real estate properties

sold or held for sale, even if they were classified as attributable to discontinued operations under the provisions of FASB Accounting

Standards Codification 205 (or any successor or replacement provisions thereto), as the same may be amended, modified and/or supplemented

from time to time);

(f)             any

gain or loss arising from the early extinguishment of any Indebtedness in connection with, and any fees, premiums, expenses or other

charges relating to, the Transactions or any Refinancing, redemption, purchase (including, without limitation, by tender offer), retirement,

repayment, defeasance or discharge on, prior to, or subsequent to the Issue Date of any Indebtedness of such Person or any of its Subsidiaries,

including the amortization or write-off of debt issuance costs and debt discount and fees, costs and other expenses incurred in connection

with entering into, settling or terminating obligations under Interest Rate Agreements in connection with any of the foregoing;

(g)            any

non-cash compensation charges arising from the grant of, issuance, vesting, exercise or repricing of stock, stock options or other equity-based

awards or any amendment, modification, substitution or change of any such stock, stock options or other equity-based awards;

(h)            the

cumulative effect of a change in accounting principles; and

(i)            any

unrealized foreign currency transaction gains or losses in respect of Indebtedness denominated in a currency other than the functional

currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets or liabilities denominated

in foreign currencies;

all determined on a consolidated basis for such

Person and its Subsidiaries in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio”

means, with respect to any Person and as of any date of determination (the “Determination Date”), the ratio of Consolidated

EBITDA of such Person for the most recent Four Quarter Period ending on or prior to such Determination Date for which financial statements

are available to Consolidated Fixed Charges of such Person for such Four Quarter Period. In addition to and without limitation of the

foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated

after giving effect on a pro forma basis for the period of such calculation to the following (without duplication):

(1)            the

incurrence of the Indebtedness, if any, by such Person or any of its Subsidiaries giving rise to the need to calculate the Consolidated

Fixed Charge Coverage Ratio and (x) any repayment, repurchase, defeasance, redemption or other discharge (collectively, for purposes

of this definition, “repayment”; the terms “repay” and “repaid” shall have correlative meanings for

purposes of this definition) of any Indebtedness with the proceeds of the Indebtedness to be incurred or in connection with the transactions

pursuant to which such Indebtedness is to be incurred or the transactions giving rise to the need to calculate the Consolidated Fixed

Charge Coverage Ratio, as the case may be, and (y) any purchase or other acquisition or origination of any Investments, Persons

or other securities or assets made or to be made by such Person or any of its Subsidiaries (in one transaction or a series of related

transactions and including, without limitation, by merger, consolidation, acquisition of Capital Stock or otherwise) with the proceeds

of the Indebtedness to be incurred or in connection with the transactions pursuant to which such Indebtedness is to be incurred or the

transactions giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio, as the case may be (including, without

limitation, any Consolidated EBITDA attributable to the Investments, Persons or other securities or assets which are being purchased,

acquired or originated as aforesaid), in each case as if such incurrence, repayment, purchase, acquisition or origination, as the case

may be, had occurred on the first day of the Four Quarter Period;

(2)            the

incurrence and repayment of any Indebtedness of such Person or any of its Subsidiaries (other than the incurrence or repayment of any

Indebtedness which is covered by clause (1) above), including any repayment of any Indebtedness with the proceeds from the incurrence

of Indebtedness covered by this clause (2) or in connection with the related transaction referred to in clause (3) of this

definition, in each case that occurred during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period

and on or prior to the Determination Date, as if such incurrence or repayment had occurred on the first day of the Four Quarter Period,

but only to the extent the incurrence or repayment of such Indebtedness was made in connection with a transaction or series of related

transactions described in clause (3) below that meets the significance test set forth in such clause (3); provided, however,

that such calculation shall not give pro forma effect to the incurrence of any Indebtedness described in this clause (2) if such

Indebtedness is not outstanding as of the Determination Date; and

(3)            any

sale or other disposition or any purchase or other acquisition or origination of any Investments, Persons or other securities or assets

(other than any purchase, acquisition or origination covered by clause (1) above) made by such Person or any of its Subsidiaries

(including, without limitation, by merger, consolidation, acquisition of Capital Stock or otherwise) in one transaction or a series of

related transactions during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior

to the Determination Date (including, without limitation, any Consolidated EBITDA attributable to the Investments, Persons or other securities

or assets which were sold, disposed of, purchased, acquired or originated as aforesaid), in each case as if such sale, disposition, purchase,

acquisition or origination had occurred on the first day of the Four Quarter Period, but, anything in this clause (3) to the contrary

notwithstanding, only if the Investments, Persons or other securities or assets sold, disposed of, purchased, acquired or originated

in such transaction or such series of related transactions, as the case may be, met, at the time of such transaction or series of related

transactions (or, at the option of the Company, would have met, as of the last day of the Four Quarter Period), the conditions specified

in clause (1)(ii) or (1)(iii) of Rule 1-02(w) of Regulation S-X promulgated by the SEC (as such Rule is in effect

on June 1, 2021 but substituting 20% for 10% each place 10% appears in such Rule and assuming that the Company was the “registrant”

and that the Investments, Persons or other securities or assets sold, disposed of, purchased, acquired or originated in such transaction

or series of related transactions constituted a “subsidiary” of the Company within the meaning of such Rule), with the calculation

of whether any such conditions are met to be made in accordance with GAAP.

If any Indebtedness bears a floating rate of interest

and if pro forma effect is being given to the incurrence of such Indebtedness, the interest expense on such Indebtedness will be calculated

as if the rate in effect on the Determination Date had been the applicable rate for that portion of the Four Quarter Period during which

such Indebtedness was not outstanding (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest

Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness bears an interest rate chosen at the option of the Company

and if pro forma effect is being given to the incurrence of such Indebtedness, the interest rate shall be calculated by applying such

optional rate chosen by the Company for that portion of the Four Quarter Period during which such Indebtedness was not outstanding. For

purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations

will be determined in good faith by the Company and such pro forma calculations may include, for the avoidance of doubt and at the Company’s

sole discretion, cost savings and expense reductions relating to any transaction which is being given pro forma effect (x) that

have been or are expected to be realized within 12 months after the date of such transaction and/or (y) that are determined in accordance

with Regulation S-X (as in effect on December 31, 2020) under the Securities Act.

In making any pro forma calculation, the amount

of Indebtedness under any revolving credit facility outstanding on the applicable Determination Date (other than any Indebtedness being

incurred under such facility in connection with a transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage

Ratio) will be deemed to be:

(i)              the

average daily balance of such Indebtedness during the applicable Four Quarter Period or such shorter period for which such facility was

outstanding, or

(ii)             if

such facility was created after the end of such Four Quarter Period, the average daily balance of such Indebtedness during the period

from the date of creation of such facility to such Determination Date.

Notwithstanding anything to the contrary herein,

in the event that any Indebtedness (or any portion thereof) is incurred pursuant to, or any other transaction (including, without limitation,

any merger, consolidation, or acquisition or disposition of Capital Stock, Investments or other assets or property) must comply

with or is undertaken or consummated in reliance on, a covenant, basket, exception, test or other provision in this Indenture requiring

compliance with a ratio or a test or limitation determined on the basis of a ratio (including, without limitation, the Consolidated Fixed

Charge Coverage Ratio), such ratio shall be calculated without giving effect to any substantially contemporaneous incurrence of any other

Indebtedness (other than Indebtedness incurred pursuant to clause (11) of the definition of Permitted Indebtedness).

“Consolidated Fixed Charges”

means, with respect to any Person for any period, the sum, without duplication, of:

(1)            Consolidated

Interest Expense (excluding any amortization of debt discount or expense); plus

(2)            the

amount of all cash dividend payments on any Disqualified Capital Stock of such Person and any Preferred Stock of any Subsidiary (other

than any Subsidiary that guarantees payment of the Notes) of such Person (in each case other than dividends paid or payable in Capital

Stock that is not Disqualified Capital Stock and dividends paid to such Person or any of its Subsidiaries) paid, accrued or scheduled

to be paid or accrued during such period,

all determined on a consolidated basis for such

Person and its Subsidiaries in accordance with GAAP.

“Consolidated Income Taxes” means,

with respect to any Person for any period, taxes imposed upon such Person and its Subsidiaries by any governmental authority, which taxes

or other payments are calculated by reference to the income or profits or capital of such Person and/or any of its Subsidiaries (to the

extent such income or profits were included in computing Consolidated Net Income of such Person for such period), including, without

limitation, state, franchise and similar taxes and foreign withholding taxes, computed on a consolidated basis in accordance with GAAP

but excluding reserves related to uncertain tax positions.

“Consolidated Interest Expense”

means, with respect to any Person for any period, the sum of, without duplication:

(1)             the

aggregate amount of interest expense of such Person and its Subsidiaries for such period (other than interest expense attributable to

Non-Recourse Indebtedness owing pursuant to a Securitization); and

(2)             to

the extent not already included in clause (1), the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled

to be paid or accrued by such Person and its Subsidiaries during such period,

all determined on a consolidated basis in accordance

with GAAP.

“Consolidated Net Income” means,

with respect to any Person for any period, the net income (or loss) of such Person and its Subsidiaries before the payment of dividends

on Preferred Stock for such period determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Worth” of any

Person means the consolidated stockholders’ equity (or, if such Person is not a corporation, the consolidated equity interests

of its partners, members or other equity owners) of such Person and its Subsidiaries, determined on a consolidated basis in accordance

with GAAP, less (without duplication) amounts attributable to Disqualified Capital Stock of such Person and Capital Stock of such Person’s

consolidated Subsidiaries not owned, directly or indirectly, by such Person.

“Corporate Trust Office” means

the corporate trust office of the Trustee located at The Bank of New York Mellon, Attention: Corporate Trust Administration, 240 Greenwich

Street, Floor 7E, New York, New York 10286, or such other office in New York, New York designated by the Trustee by written notice to

the Company, at which at any particular time its corporate trust business shall be administered.

“Credit Enhancement Agreements”

means, collectively, any documents, instruments, guarantees or agreements entered into by the Company, any of its Subsidiaries or any

Securitization Entity for the purpose of providing credit support (that is reasonably customary as determined by the Company) with respect

to any Indebtedness permitted or not prohibited by this Indenture, including, without limitation, any agreements pursuant to which the

Company or any of its Subsidiaries agrees to maintain a certain level of investment in a Securitization Entity for the purposes of complying

with any rules or regulations of the SEC or any other applicable laws, rules or regulations relating to risk-retention requirements

in connection with securitization transactions.

“Credit Facilities” means, with

respect to the Company or any Subsidiary of the Company, any debt, credit, loan, warehousing, securitization or repurchase facilities

or agreements (including, without limitation, the Existing Credit Agreements, any Subsequent Credit Agreement (if entered into), the

Existing Repurchase Agreements, any Subsequent Repurchase Agreement (if entered into) and any other Repurchase Agreements), commercial

paper or overdraft facilities or agreements, indentures, or other instruments and agreements (any or all of which may be outstanding

at the same time), in each case with banks or other lenders, financial institutions, brokers, dealers, trustees, agents, buyers, sellers

or other Persons, and any notes, bonds, debentures or similar instruments, in each case providing for, evidencing, creating or pursuant

to which there may be incurred, issued, evidenced, secured or created revolving credit loans, term loans, debt securities, receivables

financing (including through the sale of receivables to banks, lenders, investors or other Persons or to special purpose entities formed

to borrow from banks, lenders, investors or other Persons against such receivables), securitizations, letters of credit, sales and repurchases

of Investments or other securities or assets, or other Indebtedness, together in each case with any and all existing and future documents

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

collateral documents, guarantees and letters of credit), in each case whether in effect on the Issue Date or entered into or assumed

thereafter and 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 and including

by means of sales of debt securities to investors or other Persons) 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, including into one or more debt, credit, warehousing, securitization or repurchase facilities

or agreements, commercial paper or overdraft facilities or agreements, indentures or other instruments or agreements, and also including

by means of sales of debt securities to investors or other Persons) and including any of the foregoing changing the maturity, amount,

committed amount or other terms thereof, changing (in whole or in part) revolving credit facilities to term loan facilities and vice

versa, and whether or not with the original or other buyers, sellers, borrowers, issuers, guarantors, agents, lenders, financial institutions,

brokers, dealers, trustees, investors or other parties.

“Currency Agreement” means any

foreign exchange contract, currency swap agreement or other agreement or arrangement designed to protect against fluctuations in currency

values or otherwise manage currency exchange rates or currency exchange rate risk.

“Custodian” means any receiver,

trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

“Debt Securities” means unsecured

debt securities (other than the Notes) of the Company or any of its Domestic Subsidiaries (other than any Domestic Subsidiary that is

an Excluded Subsidiary or Securitization Entity) issued by the Company or such Domestic Subsidiary or, in the case of unsecured debt

securities as to which the Company and any such Domestic Subsidiary are co-issuers or co-obligors, both of them, as the case may be,

in a public offering registered pursuant to the Securities Act or in an offering exempt from such registration pursuant to Rule 144A

and/or Regulation S thereunder. For purposes of clarity it is understood and agreed that a Debt Security which was unsecured but that

shall thereafter be secured shall cease to be a “Debt Security” within the meaning of the foregoing definition so long as

it is secured.

“Default” means an event or condition

the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Depositary” means DTC or any

successor depositary for the Global Notes.

“Derivative Instrument” with

respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such

Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in

the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or

cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the

creditworthiness of the Company and/or any one or more of the Guarantors, if any (the “Performance References”).

“Disqualified Capital Stock”

means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it

is convertible or for which it is exchangeable at the option of the holder thereof) or upon the happening of any event:

(1)             matures

or is mandatorily redeemable in each case for cash or in exchange for Indebtedness (pursuant to a sinking fund obligation or otherwise);

(2)             is

redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder of such Capital Stock in whole or in

part,

in each case on or prior to the earlier of (a) the

stated maturity date of the Notes or (b) the date on which there are no Notes outstanding; provided, however, that

(i) only the portion of such Capital Stock which so matures or is mandatorily redeemable or is so exchangeable, redeemable or repurchasable

at the option of the holder thereof prior to the earlier of such dates will be deemed to be Disqualified Capital Stock, (ii) any

Capital Stock that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require such Person

to redeem, repay, exchange or repurchase such Capital Stock upon the occurrence of a change of control triggering event, change of control,

fundamental change or similar event (howsoever defined or referred to) shall not constitute Disqualified Capital Stock if any such redemption,

repayment, exchange or repurchase obligation is subject to compliance by the relevant Person with Section 4.06 of this Indenture,

(iii) any options, warrants and contracts (including derivative instruments) exercisable or exchangeable for, convertible into or

otherwise for or relating to the purchase or sale of Capital Stock, and any securities (other than Capital Stock) convertible into or

exchangeable for any shares of Capital Stock, shall not constitute Disqualified Capital Stock, (iv) Capital Stock will not be deemed

to be Disqualified Capital Stock as a result of provisions in any stock option plan, restricted stock plan, or other equity incentive

plan or any award or agreement issued or entered into thereunder that requires such Person or any of its Subsidiaries, or gives any current

or former employee, director or consultant or their heirs, executors, administrators or assigns the right to require such Person or any

of its Subsidiaries, to purchase, redeem or otherwise acquire or retire for value or otherwise Capital Stock or any other equity awards

(including, without limitation, options, warrants or other rights to purchase or acquire Capital Stock, restricted stock and restricted

stock units) issued or issuable under any such plan, award or agreement; and (v) Capital Stock will not constitute Disqualified

Capital Stock to the extent that such Person or any of its Subsidiaries has the option of paying for such Capital Stock at maturity,

upon mandatory redemption, or upon any redemption, exchange or repurchase at the option of the holder of such Capital Stock, as the case

may be, with Capital Stock (other than Disqualified Capital Stock) of such Person, any other Person of which such Person is a Subsidiary

or any of their respective Subsidiaries.

“Domestic Subsidiary” means,

with respect to any Person, any Subsidiary of such Person other than a Foreign Subsidiary.

“DTC” means The Depository Trust

Company.

“Electronic Means” means the

following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or

authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with

its services hereunder.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended.

“Excluded Subsidiary” means any

of the following Subsidiaries of the Company, whether any such Subsidiary is in existence on the Issue Date or is formed or acquired

or becomes a Subsidiary of the Company thereafter: (i) a Subsidiary of the Company that is prohibited, in the good faith judgment

of the Company, from providing a Guarantee of the Notes or from incurring or having Indebtedness by any law, rule or regulation,

or by any judgment, order, decree, pronouncement, interpretation or other action of any court, government, or governmental or administrative

authority or official or arbitrator having jurisdiction over such Subsidiary or the Company, (ii) any Subsidiary of the Company

that, in the good faith judgment of the Company, is prohibited from providing a Guarantee of the Notes or from incurring or having Indebtedness

by any instrument or agreement (as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time)

to which the Company or any Subsidiary of the Company is a party or by which any of them is bound or by any Organizational Documents

(as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time) of any such Subsidiary or (iii) any

Subsidiary of the Company if its providing a Guarantee of the Notes would require or would be reasonably likely to require, in the good

faith judgment of the Company, the Company or any Subsidiary of the Company to register as an “investment company” under

the Investment Company Act or would cause or would be reasonably likely to cause, in the good faith judgment of the Company, the Company

or any Subsidiary of the Company to become subject to regulation under the Investment Company Act. For purposes of clarity, it is understood

and agreed that a Subsidiary of the Company that is not an Excluded Subsidiary may at any time become an Excluded Subsidiary in accordance

with the provisions of the foregoing sentence.

“Existing Convertible Senior Notes”

mean the Company’s 6.750% Convertible Senior Notes due 2027.

“Existing

Credit Agreements” means any borrowing agreement, credit agreement, facilities agreement, loan agreement, or loan financing

and servicing agreement of the Company and any of its Subsidiaries entered into for bona fide financing purposes and in effect on the

Issue Date, which shall exclude, for the avoidance of doubt, any Existing Repurchase Agreement and any such agreement relating to Permitted

Funding Indebtedness, 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, guarantees and letters of credit), 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 and including by means of

sales of debt securities to investors or other Persons) 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, including into one or more debt, credit, warehousing, securitization or repurchase facilities or agreements,

commercial paper or overdraft facilities or agreements, indentures or other instruments or agreements, and also including by means of

sales of debt securities to investors or other Persons) and including any of the foregoing changing the maturity, amount, committed amount

or other terms thereof, changing (in whole or in part) revolving credit facilities to term loan facilities and vice versa, and whether

or not with the original or other buyers, sellers, borrowers, issuers, guarantors, agents, lenders, financial institutions, brokers,

dealers, trustees, investors or other parties.

“Existing Repurchase Agreements”

means all Repurchase Agreements to which the Company or any of its Subsidiaries is a party as of the Issue Date, in each case 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, guarantees and letters of credit), 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 and including by means of sales of debt securities

to investors or other Persons) 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, including

into one or more debt, credit, warehousing, securitization or repurchase facilities or agreements, commercial paper or overdraft facilities

or agreements, indentures or other instruments or agreements, and also including by means of sales of debt securities to investors or

other Persons) and including any of the foregoing changing the maturity, amount, committed amount or other terms thereof, changing (in

whole or in part) revolving credit facilities to term loan facilities and vice versa, and whether or not with the original or other buyers,

sellers, borrowers, issuers, guarantors, agents, lenders, financial institutions, brokers, dealers, trustees, investors or other parties.

“Existing

Senior Notes” means the Company’s 3.625% Senior Notes due 2026, 4.375% Senior Notes due 2027, 5.250% Senior Notes

due 2028, 7.250% Senior Notes due 2029, 6.000% Senior Notes due 2030, 6.500% Senior Notes due 2030, 6.500% Senior Notes due 2030 and

5.750% Senior Notes due 2031.

“fair market value” means, with

respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between

a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair

market value shall be determined by the Company in good faith.

“FASB” means the Financial Accounting

Standards Board or any successor thereto.

“Fitch” means Fitch Ratings Inc.

or any successor to the credit ratings business thereof.

“Foreign Subsidiary” means, with

respect to any Person, (a) any Subsidiary of such Person that is not organized or existing under the laws of the United States,

any state thereof or the District of Columbia, and any Subsidiary (including any Subsidiary that would otherwise be a Domestic Subsidiary)

of such Subsidiary, (b) any Subsidiary of such Person that has no material assets (with the determination of materiality to be made

in good faith by the Company) other than Capital Stock of (or Capital Stock of and debt obligations owed or treated as owed by) one or

more Foreign Subsidiaries (or Subsidiaries thereof), and (c) any Subsidiary (including any Subsidiary that would otherwise be a

Domestic Subsidiary) of such Person that owns any Capital Stock of a Foreign Subsidiary if its providing a Guarantee of the Notes could

reasonably be expected, in the good faith judgment of the Company, to cause any earnings of such Foreign Subsidiary, as determined for

U.S. federal income tax purposes, to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for U.S.

federal income tax purposes.

“Four Quarter Period” means,

with any respect to any Person, any period of four consecutive fiscal quarters of such Person.

“GAAP”

means generally accepted accounting principles in the United States as in effect from time to time, consistently applied; provided

that, (I) notwithstanding the foregoing but subject to clause (II) of this proviso, for purposes of determining compliance

with any covenant (including the computation under any financial covenant and any related definitions) contained in this Indenture or

the amount of Indebtedness (including, without limitation, for purposes of clause (4) of the first paragraph of Section 6.01)

or other liabilities, assets, stockholders (or other) equity, net worth, revenues, expenses or net income (loss) of any Person or any

of its Subsidiaries or any other amounts appearing in, derived from or used in compiling or preparing, the financial statements (including

notes thereto) of any Person and/or any of its Subsidiaries, or making any financial or accounting computation or determination relevant

to any Person or any of its Subsidiaries, (a) leases shall be classified and accounted for in accordance with FASB Accounting Standards

Codification (“ASC”) 840 as in effect on December 31, 2018, (b) Indebtedness of any Person and its Subsidiaries

shall exclude the effects of ASC 825 and ASC 470-20 (or any successor or replacement provisions thereto), as the same may be amended,

modified and/or supplemented from time to time, on financial liabilities, (c) no effect shall be given to ASC 326 (or any

successor or replacement provisions thereto), as the same may be amended, modified and/or supplemented from time to time, (d) the

Company shall make such adjustments as it determines in good faith are necessary to remove the impact of consolidating any variable interest

entities under the requirements of ASC 810 or transfers of financial assets accounted for as secured borrowings under ASC 860, as both

of such ASC sections are in effect on the Issue Date and (e) if any Person shall own, directly or indirectly, less than 100% of

the outstanding Common Stock of any Subsidiary of such Person, then only a pro rata portion of the Indebtedness, other liabilities, assets,

stockholders (or other) equity, net worth, revenues, expenses or net income (loss) of such Subsidiary or any other amounts relevant to

such Subsidiary appearing in, derived from or used in compiling or preparing the financial statements (including notes thereto) of such

Subsidiary or of such Person and/or any of its Subsidiaries, as applicable, shall be included for purposes of determining compliance

with any such covenant or determining any such amount or making any such financial or accounting computation or determination referred

to above, such pro rata portion to be proportionate to the percentage of the outstanding Common Stock of such Subsidiary owned, directly

or indirectly, by such Person (or, at the option of such Person, proportionate to such Person’s total direct and indirect participation

or economic interests (expressed as a percentage) in the stockholders (or other) equity or net income (loss) of such Subsidiary or in

any other amount or item referred to above or relevant to such Subsidiary or any such determination or computation) and (II) clause

(I) of this proviso shall not be applicable for purposes of the Financial Reports and other reports and information to be delivered

by the Company pursuant to Section 4.09. For the avoidance of doubt, revenues, expenses, gains and losses that are included in results

of discontinued operations because of the application of ASC 205 (or any successor or replacement provisions thereto), as the same may

be amended, modified and/or supplemented from time to time, will be treated as revenues, expenses, gains and losses from continuing operations.

If there occurs a change in GAAP, and such change would cause a change in the method of calculation of any standards, terms or measures

used in this Indenture (an “Accounting Change”), then the Company may elect that such standards, terms or measures

shall be calculated as if such Accounting Change had not occurred.

“Global Note” means a Note in

registered global form without coupons, registered in the name of a Depositary or its nominee.

“Guarantee” means, individually,

any guarantee of the Notes by a Guarantor pursuant to the terms of this Indenture and, collectively, all such guarantees of the Notes

by Guarantors pursuant to the terms of this Indenture, in each case as any such guarantees may be amended or supplemented from time to

time.

“Guaranteed Principal Amount”

means, with respect to any Domestic Subsidiary of the Company (other than any Domestic Subsidiary that is an Excluded Subsidiary or Securitization

Entity) and as of any date, the aggregate principal amount (without duplication) as of such date of (a) all outstanding Debt Securities

of the Company for whose payment the Company and such referent Domestic Subsidiary are jointly and severally liable as co-issuers or

co-obligors, (b) all outstanding Debt Securities of the Company the payment of which is guaranteed by such referent Domestic Subsidiary,

(c) all outstanding Debt Securities of such referent Domestic Subsidiary the payment of which is guaranteed by the Company and (d) all

outstanding Guaranteed Subsidiary Debt Securities issued by other Domestic Subsidiaries of the Company (other than Domestic Subsidiaries

that are Excluded Subsidiaries or Securitization Entities) the payment of which is guaranteed by such referent Domestic Subsidiary.

“Guaranteed Subsidiary Debt Securities”

means Debt Securities issued by any Domestic Subsidiary of the Company (other than any Domestic Subsidiary that is an Excluded Subsidiary

or a Securitization Entity) the payment of which is guaranteed by the Company; provided that any such Debt Security will cease

to be a Guaranteed Subsidiary Debt Security upon the release, termination, suspension or discharge of the Company’s guarantee thereof.

“Guarantor” means each Domestic

Subsidiary of the Company, if any, that guarantees the payment of the Notes pursuant to the terms of this Indenture; provided

that no Excluded Subsidiary or Securitization Entity shall be deemed to be, or shall be required to become, a Guarantor; and provided,

further, that, upon release or discharge of any such Domestic Subsidiary from its Guarantee of the Notes, or upon the termination of

any such Guarantee, in accordance with this Indenture, such Domestic Subsidiary shall cease to be a Guarantor.

“Holder” means a Person in whose

name a Note is registered on the Registrar’s books.

“incur” has the meaning set forth

in Section 4.07(a). The terms “incurred” and “incurring” shall have correlative meanings.

“Indebtedness” means with respect

to any Person, without duplication:

(1)            the

principal amount of indebtedness of such Person for borrowed money;

(2)            the

principal amount of indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)            all

Capitalized Lease Obligations of such Person;

(4)            all

payment obligations of such Person issued or assumed as the deferred purchase price of property and all payment obligations of such Person

under conditional sale or other title retention agreements relating to assets purchased by such Person (but, in each case, excluding

trade accounts payable and other accrued liabilities arising in the ordinary course of business and any earn-out or similar obligations

and also excluding all obligations other than those relating to payment of the purchase price of the applicable property or assets);

(5)            the

principal component of all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance

or similar credit transaction (except in each case to the extent such obligations relate to trade payables or other accrued liabilities

arising in the ordinary course of business);

(6)            Indebtedness

of other Persons of the types referred to in clauses (1) through (5) above and clauses (8) and (10) below to the

extent (and only to the extent) guaranteed by such referent Person;

(7)             Indebtedness

of any other Person of the type referred to in clauses (1) through (6) above which is secured by any Lien on any property or

asset of such referent Person, the amount of such Indebtedness of such referent Person being deemed to be the lesser of the fair market

value of such property or asset and the amount of the Indebtedness of such other Person so secured;

(8)             all

net payment obligations of such Person under Commodity Agreements, Currency Agreements and Interest Rate Agreements of such Person, other

than obligations incurred or agreements entered into for hedging purposes;

(9)             all

outstanding Disqualified Capital Stock issued by such Person, with the amount of Indebtedness represented by such Disqualified Capital

Stock being equal to the greater of its voluntary or involuntary liquidation preference and, if such Disqualified Capital Stock is subject

to repurchase at the option of holder, its maximum fixed repurchase price (or, if such Disqualified Capital Stock does not have a liquidation

preference or a maximum fixed repurchase price, its estimated repurchase price as determined by the Company in good faith), but excluding

in each case accrued dividends and premium, if any (for purposes of this clause (9), “fixed repurchase price” shall mean

a price specified as a fixed amount in U.S. dollars or other applicable currency); and

(10)           all

repurchase obligations (excluding accrued interest or any portion of such obligations representing accrued interest) of such Person under

Repurchase Agreements to which it is party.

For purposes of determining

the amount of Indebtedness under any covenants, definitions or other provisions of this Indenture, (a) guarantees of, and obligations

in respect of letters of credit, bankers’ acceptances and other similar instruments relating to, or Liens securing, Indebtedness

that is otherwise included in the determination of a particular amount of Indebtedness shall not be included and the incurrence or creation

of any such guarantees, obligations or Liens shall not be deemed to be the incurrence of Indebtedness; (b) unless otherwise expressly

provided in this Indenture, the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal

to the amount of the liability in respect thereof determined in accordance with GAAP; and (c) if any Person shall own, directly

or indirectly, less than 100% of the outstanding Common Stock of any Subsidiary of such Person, then only a pro rata portion of the Indebtedness,

of such Subsidiary shall be included for purposes of determining the amount of Indebtedness of such Person and its Subsidiaries on a

consolidated basis, such pro rata portion to be determined as set forth in the definition of GAAP. For purposes of clarity, it is understood

and agreed that, anything in this Indenture to the contrary notwithstanding, Indebtedness of variable interest entities (within

the meaning of GAAP) shall not be deemed Indebtedness of any Person or any of its Subsidiaries. For purposes of determining compliance

with any U.S. dollar-denominated restriction (including, without limitation, those set forth in any definition) on the amount or incurrence

of any Indebtedness, the U.S. dollar-equivalent amount of Indebtedness denominated in a foreign currency shall be calculated based on

the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first

committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to Refinance other Indebtedness

denominated in a foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded

if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction

shall be deemed not to have been exceeded so long as the principal amount (or, if incurred with original issue discount, the issue price)

of such Refinancing Indebtedness does not exceed the principal amount (or if incurred with original issue discount, the accreted value)

of such Indebtedness being Refinanced plus any additional Indebtedness incurred to pay interest or dividends thereon plus the amount

of any premium (including tender premiums), defeasance costs and any fees and expenses incurred in connection with the incurrence of

such Refinancing Indebtedness; and provided, further, notwithstanding anything to the contrary set forth in Section 4.07,

Section 4.08, the definition of “Permitted Indebtedness” or elsewhere in this Indenture, the maximum amount of Indebtedness

that the Company and its Subsidiaries may incur pursuant to Section 4.07 and such definition shall not be deemed to be exceeded,

nor shall the Company be deemed to have breached its obligations under Section 4.08, solely as a result of fluctuations in currency

exchange rates. Subject to the foregoing, the principal amount of any Indebtedness incurred to Refinance other Indebtedness, if incurred

in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to

the currencies in which such Refinancing Indebtedness and Indebtedness being Refinanced are denominated that is in effect on the date

of such Refinancing. Unsecured Indebtedness shall not be treated as subordinated or junior to secured Indebtedness merely because such

Indebtedness is unsecured. In calculating the U.S. dollar-equivalent amount of Indebtedness denominated in a foreign currency,

the Company may, at its option, take into account any Currency Agreement applicable to such Indebtedness. For purposes of clarity, it

is understood and agreed that, anything in this Indenture to the contrary notwithstanding, the term “Indebtedness” shall

not include any commitment to make loans, advances or other Investments, or to purchase Investments, Persons or other securities or assets.

“Indenture” means this Indenture,

as amended or supplemented from time to time.

“Independent Financial Advisor”

means any accounting firm, investment advisory firm, valuation firm, consulting firm, appraisal firm, investment bank, bank, trust company

or similar entity of recognized standing selected by the Company from time to time.

“Initial Purchasers” means J.P.

Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc.,

Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BTIG, LLC, Keefe, Bruyette &

Woods, Inc., Raymond James & Associates, Inc. and SG Americas Securities, LLC.

“Insolvency Event” means, with

respect to any Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises with respect

to such Person or any part of its assets or property in an involuntary case under any applicable Insolvency Law, or appointing a receiver,

liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any part of its assets or property,

or ordering the winding-up or liquidation of such Person’s affairs, (b) the commencement by such Person of a voluntary case

under any applicable Insolvency Law, (c) the consent by such Person to the entry of an order for relief in an involuntary case under

any applicable Insolvency Law, (d) the consent by such Person to the appointment of or taking possession by a receiver, liquidator,

assignee, custodian, trustee, sequestrator or similar official for such Person or for any part of its assets or property, (e) the

making by such Person of any general assignment for the benefit of creditors, (f) the admission in a legal proceeding of the inability

of such Person to pay its debts generally as they become due, (g) the failure by such Person generally to pay its debts as they

become due, or (h) the taking of any action by such Person in furtherance of any of the foregoing.

“Insolvency Laws” means Title

11 of the United States Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership,

insolvency, reorganization, suspension of payments and similar debtor relief laws from time to time in effect affecting the rights of

creditors generally.

“Intercompany Indebtedness” means

Indebtedness of the Company or any of its Subsidiaries owing to the Company or any of its Subsidiaries.

“interest” means, with respect

to any Note, interest payable on such Note.

“Interest Payment Date” means

June 1 and December 1 of each year.

“Interest Rate Agreement” means

any interest rate swap, cap, floor, collar, hedge or similar agreements and any other agreement or arrangement designed to manage interest

rates or interest rate risk.

“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 Company Act” means

the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Investment

Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by

Moody’s, BBB- (or the equivalent) by S&P or an equivalent rating by any other Rating Agency.

“Issue Date” means May 26,

2026.

“Issue Date Committed Amount”

means the sum of:

(1) the sum of the maximum aggregate principal

amount of revolving credit and term loan borrowings that would have been available under the Existing Credit Agreements on the Issue

Date, assuming that no borrowings or other Indebtedness was incurred or outstanding under any such agreements on the Issue Date, that

any rights or options of the applicable borrower or borrowers to increase, or to request an increase in, the maximum aggregate principal

amount of available borrowings thereunder (including, without limitation, pursuant to any committed or uncommitted accordion provisions)

had been exercised or made, as applicable, that all such requests had been granted and that all such increases and requested increases

were in effect on the Issue Date, and that the maximum aggregate principal amount of borrowings under such agreements (giving effect

to all such increases and requested increases) could be borrowed on the Issue Date, and

(2) the sum of the maximum aggregate principal

amount of revolving credit and term loan borrowings available under all Subsequent Credit Agreements, if any, as of the respective dates

they are first entered into by the Company and/or any of its Subsidiaries, assuming, in the case of each Subsequent Credit Agreement,

that no borrowings or other Indebtedness is incurred or outstanding under such agreement on the date it is first entered into by the

Company and/or any of its Subsidiaries, that any rights or options of the applicable borrower or borrowers to increase, or to request

an increase in, the maximum aggregate principal amount of available borrowings thereunder (including, without limitation, pursuant to

any committed or uncommitted accordion provisions) had been exercised or made, as applicable, that all such requests had been granted

and that all such increases and requested increases were in effect on such date, and that the maximum aggregate principal amount of borrowings

under such agreement (giving effect to all such increases and requested increases) could be borrowed on such date, and

(3) the sum of the maximum aggregate amount

of financing that would have been available to the applicable Repo Sellers from the applicable Repo Buyers under the Existing Repurchase

Agreements on the Issue Date, assuming that no financing was extended or outstanding or other Indebtedness was incurred or outstanding

under any such agreements on the Issue Date, that any rights or options of the applicable Repo Seller or Repo Sellers to increase, or

to request an increase in, the maximum aggregate amount of available financing thereunder (including, without limitation, pursuant to

any committed or uncommitted accordion provisions) had been exercised or made, as applicable, that all such requests had been granted

and that all such increases and requested increases were in effect on the Issue Date, and that the maximum aggregate amount of financing

under such agreements (giving effect to all such increases and requested increases) could be extended to the Repo Sellers on the Issue

Date, and

(4) the sum of the maximum aggregate amount

of financing available to the applicable Repo Seller or Repo Sellers, as the case may be, from the applicable Repo Buyer or Repo Buyers,

as the case may be, under all Subsequent Repurchase Agreements, if any, as of the respective dates they are first entered into by the

Company and/or any of its Subsidiaries, assuming, in the case of each Subsequent Repurchase Agreement, that no financing is extended

or outstanding or other Indebtedness is incurred or outstanding under such agreement on the date it is first entered into by the Company

and/or any of its Subsidiaries, that any rights or options of the applicable Repo Seller or Repo Sellers to increase, or to request an

increase in, the maximum aggregate amount of available financing thereunder (including, without limitation, pursuant to any committed

or uncommitted accordion provisions) had been exercised or made, as applicable, that all such requests had been granted and that all

such increases and requested increases were in effect on such date, and that the maximum aggregate amount of financing under such agreement

(giving effect to all such increases and requested increases) could be extended to the Repo Seller or Repo Sellers on such date, and

(5) the sum of all Subsequent Commitment Increases,

if any; and

(6) with respect

to an incurrence of Indebtedness giving rise to the need to calculate, or that is made in reliance on, the Issue Date Committed Amount

(including, without limitation, an incurrence of Indebtedness pursuant to clause (3) of the definition of “Permitted Indebtedness”),

the amount, if any, by which Total Assets as of the time of such incurrence exceed Total Assets as of March 31, 2026 (it

being understood, for the avoidance of doubt, that if Total Assets as of the time of such incurrence are less than Total Assets as of

March 31, 2026, this clause (6) shall not be taken into account in determining the Issue Date Committed Amount with respect

to such incurrence),

in each case referred to in clauses

(1), (2), (3), (4) and (5) above and in the definition of Subsequent Commitment Increase assuming the performance of and compliance

with all covenants and agreements and the truth and accuracy of all representations and warranties in such agreements and any Subsequent

Amendments, and further assuming that all conditions to borrowing or financing, all conditions to increases or requested increases in

the maximum aggregate principal amount of available borrowings or the maximum aggregate amount of available financing, all borrowing

base or other collateral requirements, and all other applicable terms, conditions and other provisions of such agreements and any Subsequent

Amendments had been satisfied, performed and complied with as and when required; provided that, for purposes of clause (3) of

this sentence, if any Existing Repurchase Agreement does not specify the maximum amount of financing available thereunder, then such

maximum amount shall be deemed to be the aggregate amount of financing outstanding under such agreement on the Issue Date, and, for purposes

of clause (4) of this sentence, if any Subsequent Repurchase Agreement does not specify the maximum amount of financing available

thereunder, then such maximum amount shall be deemed to be the largest aggregate amount of financing outstanding under such agreement

on any day during the period beginning on and including the date such Subsequent Repurchase Agreement is first entered into by the Company

and/or any of its Subsidiaries and ending on and including the 90th day thereafter; and provided, further, that any increase in the Issue

Date Committed Amount resulting from the Company or any of its Subsidiaries entering into a Subsequent Credit Agreement or Subsequent

Repurchase Agreement as contemplated by clause (2) or (4) above shall become effective as of the date of such agreement and,

in the event that any such Subsequent Credit Agreement or Subsequent Repurchase Agreement replaces or refinances, in whole or in part,

a revolving credit agreement, term loan agreement, other loan or credit agreement or Repurchase Agreement that is included in the computation

of the Issue Date Committed Amount as of the date such Subsequent Credit Agreement or Subsequent Repurchase Agreement, as the case may

be, is first entered into by the Company and/or any of its Subsidiaries, then only the excess, if any, of (x) the aggregate principal

amount of borrowings or the aggregate amount of financing, as applicable, that would otherwise be added to the Issue Date Committed Amount

in respect of such Subsequent Credit Agreement or Subsequent Repurchase Agreement (in each case calculated as set forth above) over (y) the

aggregate principal amount of borrowings or the aggregate amount of financing, as the case may be, that is included in the Issue Date

Committed Amount as of such date in respect of the agreement (or portion thereof) being so replaced or refinanced shall be included in

the computation of the Issue Date Committed Amount; and provided, further, that any increase in the Issue Date Committed Amount

pursuant to clause (5) above resulting from the Company or any of its Subsidiaries entering into a Subsequent Amendment as contemplated

by the definition of Subsequent Commitment Increase shall become effective as of the date of such Subsequent Amendment. As used in the

immediately preceding sentence, the terms Repo Sellers and Repo Buyers have the respective meanings set forth in the definition of “Repurchase

Agreement.” The Issue Date Committed Amount, including each Subsequent Commitment Increase, if any, shall be calculated in good

faith by the Company (whose calculation shall be binding on the Holders of the Notes for all purposes of this Indenture and the Notes

absent manifest error).

“Lien” means any lien, mortgage,

deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention

agreement, any lease in the nature thereof and any agreement to give any security interest).

“Long Derivative Instrument”

means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which

generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or

the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Manager” means, so long as the

Company is externally managed, any Person serving as the Company’s external manager which, on the Issue Date, is SPT Management,

LLC, a Delaware limited liability company.

“Moody’s” means Moody’s

Investors Service, Inc., and any successor to the credit rating business thereof.

“Net Cash Proceeds,” with respect

to any issuance or sale of Capital Stock or incurrence of Indebtedness, means the cash proceeds of such issuance, sale or incurrence,

as the case may be, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts

and commissions and brokerage, consultant and other fees and expenses incurred in connection with such issuance, sale or incurrence,

as the case may be, and net of taxes paid or payable as a result thereof.

“Net Short” means, with respect

to a Holder or beneficial owner of a Note, as of a date of determination, either (i) the value of its Short Derivative Instruments

exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of

determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event

(each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Company or any Guarantor, if any,

immediately prior to such date of determination.

“Non-Guarantor Subsidiary” means

any Subsidiary of the Company that is not a Guarantor of the Notes.

“Non-Recourse Indebtedness” means

any Indebtedness of the Company or any of its Subsidiaries:

(1)            that

is advanced to finance the acquisition of Securitization Assets or other assets and secured only by the assets to which such Indebtedness

relates (or by a pledge of equity in the Securitization Entity or Subsidiary of the Company owning such assets) without recourse to the

Company or any of its Subsidiaries (excluding any such Subsidiary that is a Securitization Entity or that owns no significant assets

(as determined in good faith by the Company) other than its interest in a Securitization Entity and, in each case, is a borrower, guarantor,

pledgor or other obligor of such Indebtedness) (other than recourse pursuant to Standard Recourse Undertakings, unless, until and for

so long as (but solely for purposes of clause (4) of the first paragraph of Section 6.01) a claim for payment has been made

under any such Standard Recourse Undertakings (which has not been satisfied or waived) at which time the obligations with respect to

any such Standard Recourse Undertakings shall (solely for purposes of clause (4) of the first paragraph of Section 6.01) not

be considered Non-Recourse Indebtedness to the extent, and only to the extent, that such claim is a claim for the payment of Indebtedness

for borrowed money of the Company or any Subsidiary of the Company and is also a liability (for GAAP purposes) of the Company or such

Subsidiary, as applicable (excluding any such Subsidiary that is a Securitization Entity or that owns no significant assets (as determined

in good faith by the Company) other than its interest in a Securitization Entity and, in each case, is a borrower, guarantor, pledgor

or other obligor of such Indebtedness));

(2)            that

is advanced to any Subsidiaries or group of Subsidiaries of the Company formed for the sole purpose of acquiring or holding Securitization

Assets or other assets (directly or indirectly) against which a loan is obtained that is made without recourse to, and with no cross-collateralization

against, any other assets of the Company or any of its Subsidiaries (excluding any such Subsidiary that is a Securitization Entity or

that owns no significant assets (as determined in good faith by the Company) other than its interest in a Securitization Entity and,

in each case, is a borrower, guarantor, pledgor or other obligor of such Indebtedness) (other than recourse pursuant to Standard Recourse

Undertakings, unless, until and for so long as (but solely for purposes of clause (4) of the first paragraph of Section 6.01)

a claim for payment has been made under any such Standard Recourse Undertakings (which has not been satisfied or waived) at which time

the obligations with respect to any such Standard Recourse Undertakings shall (solely for purposes of clause (4) of the first paragraph

of Section 6.01) not be considered Non-Recourse Indebtedness to the extent, and only to the extent, that such claim is a claim for

the payment of Indebtedness for borrowed money of the Company or any Subsidiary of the Company and is also a liability (for GAAP purposes)

of the Company or such Subsidiary, as applicable (excluding any such Subsidiary that is a Securitization Entity or that owns no significant

assets (as determined in good faith by the Company) other than its interest in a Securitization Entity and, in each case, is a borrower,

guarantor, pledgor or other obligor of such Indebtedness));

(3)            that

is advanced to finance the acquisition of real property and secured by only the real property (and any accessions, improvements and fixtures

thereto) to which such Indebtedness relates (or by a pledge of equity in the Securitization Entity or Subsidiary of the Company owning

such assets) without recourse to the Company or any of its Subsidiaries (excluding any such Subsidiary that is a Securitization Entity

or that owns no significant assets (as determined in good faith by the Company) other than its interest in a Securitization Entity and,