EX-4.1





 Exhibit 4.1 

EXECUTION VERSION 
 INDENTURE

 Dated as of June 10, 2021 Among 

BLUE OWL FINANCE LLC, 
 THE
GUARANTORS NAMED HEREIN 
 and 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Trustee 












 TABLE OF CONTENTS 

 

							
	 ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	5	 
	 SECTION 101
	 	Definitions	  	 	5	 
	 SECTION 102
	 	Compliance Certificates and Opinions	  	 	12	 
	 SECTION 103
	 	Form of Documents Delivered to Trustee	  	 	13	 
	 SECTION 104
	 	Acts of Holders; Record Dates	  	 	13	 
	 SECTION 105
	 	Notices, Etc., to Trustee, Company and Guarantors	  	 	15	 
	 SECTION 106
	 	Notice to Holders; Waiver	  	 	15	 
	 SECTION 107
	 	Reserved	  	 	16	 
	 SECTION 108
	 	Effect of Headings and Table of Contents	  	 	16	 
	 SECTION 109
	 	Successors and Assigns	  	 	16	 
	 SECTION 110
	 	Separability Clause	  	 	16	 
	 SECTION 111
	 	Benefits of Indenture	  	 	16	 
	 SECTION 112
	 	Governing Law	  	 	16	 
	 SECTION 113
	 	Legal Holidays	  	 	16	 
	 SECTION 114
	 	No Recourse Against Others	  	 	17	 
	 SECTION 115
	 	WAIVER OF JURY TRIAL	  	 	17	 
		
	 ARTICLE 2 SECURITY FORMS
	  	 	17	 
	 SECTION 201
	 	Forms Generally	  	 	17	 
	 SECTION 202
	 	Form of Legend for Global Securities	  	 	18	 
	 SECTION 203
	 	Form of Trustee’s Certificate of Authentication	  	 	18	 
		
	 ARTICLE 3 THE SECURITIES
	  	 	19	 
	 SECTION 301
	 	Amount Unlimited; Issuable in Series	  	 	19	 
	 SECTION 302
	 	Denominations	  	 	22	 
	 SECTION 303
	 	Execution, Authentication, Delivery and Dating	  	 	22	 
	 SECTION 304
	 	Temporary Securities	  	 	23	 
	 SECTION 305
	 	Registration, Registration of Transfer and Exchange	  	 	23	 
	 SECTION 306
	 	Mutilated, Destroyed, Lost and Stolen Securities	  	 	25	 
	 SECTION 307
	 	Payment of Interest; Interest Rights Preserved	  	 	26	 
	 SECTION 308
	 	Persons Deemed Owners	  	 	27	 
	 SECTION 309
	 	Cancellation	  	 	27	 
	 SECTION 310
	 	Computation of Interest	  	 	27	 
	 SECTION 311
	 	CUSIP or ISIN Numbers.	  	 	28	 
	 SECTION 312
	 	General Provisions Relating to Global Securities	  	 	28	 
		
	 ARTICLE 4 SATISFACTION AND DISCHARGE
	  	 	28	 
	 SECTION 401
	 	Satisfaction and Discharge of Indenture	  	 	28	 
	 SECTION 402
	 	Application of Trust Money	  	 	29	 
		
	 ARTICLE 5 REMEDIES
	  	 	30	 
	 SECTION 501
	 	Events of Default	  	 	30	 
	 SECTION 502
	 	Acceleration of Maturity; Rescission and Annulment	  	 	31	 
	 SECTION 503
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	  	 	32	 
	 SECTION 504
	 	Trustee May File Proofs of Claim	  	 	33	 
	 SECTION 505
	 	Trustee May Enforce Claims Without Possession of Securities	  	 	33	 
	 SECTION 506
	 	Application of Money Collected	  	 	33	 
	 SECTION 507
	 	Limitation on Suits	  	 	34	 














							
	 SECTION 508
	 	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Securities	  	 	34	 
	 SECTION 509
	 	Rights and Remedies Cumulative	  	 	35	 
	 SECTION 510
	 	Delay or Omission Not Waiver	  	 	35	 
	 SECTION 511
	 	Control by Holders	  	 	35	 
	 SECTION 512
	 	Waiver of Past Defaults	  	 	35	 
	 SECTION 513
	 	Undertaking for Costs	  	 	36	 
	 SECTION 514
	 	Waiver of Usury, Stay or Extension Laws	  	 	36	 
	 SECTION 515
	 	Restoration of Rights and Remedies	  	 	36	 
		
	 ARTICLE 6 THE TRUSTEE
	  	 	36	 
	 SECTION 601
	 	Certain Duties and Responsibilities of Trustee	  	 	36	 
	 SECTION 602
	 	Notice of Defaults	  	 	38	 
	 SECTION 603
	 	Certain Rights of Trustee	  	 	38	 
	 SECTION 604
	 	Not Responsible for Recitals or Issuance of Securities	  	 	40	 
	 SECTION 605
	 	May Hold Securities	  	 	40	 
	 SECTION 606
	 	Money Held in Trust	  	 	40	 
	 SECTION 607
	 	Compensation and Reimbursement	  	 	40	 
	 SECTION 608
	 	Conflicting Interests	  	 	41	 
	 SECTION 609
	 	Corporate Trustee Required; Eligibility	  	 	41	 
	 SECTION 610
	 	Resignation and Removal; Appointment of Successor	  	 	41	 
	 SECTION 611
	 	Acceptance of Appointment by Successor	  	 	43	 
	 SECTION 612
	 	Merger, Conversion, Consolidation or Succession to Business	  	 	44	 
	 SECTION 613
	 	Preferential Collection of Claims Against Company	  	 	44	 
	 SECTION 614
	 	Trustee’s Application for Instructions from the Company.	  	 	44	 
		
	 ARTICLE 7 HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE, THE COMPANY AND THE
GUARANTORS
	  	 	45	 
	 SECTION 701
	 	Company to Furnish Trustee Names and Addresses of Holders	  	 	45	 
	 SECTION 702
	 	Preservation of Information; Communications to Holders	  	 	45	 
	 SECTION 703
	 	Reports by Trustee	  	 	45	 
	 SECTION 704
	 	Reports by the Company and the Guarantors	  	 	45	 
		
	 ARTICLE 8 CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS
	  	 	45	 
	 SECTION 801
	 	Company and Guarantors May Merge or Transfer Assets on Certain Terms	  	 	45	 
	 SECTION 802
	 	Successor Party Substituted	  	 	46	 
		
	 ARTICLE 9 SUPPLEMENTAL INDENTURES
	  	 	46	 
	 SECTION 901
	 	Supplemental Indentures Without Consent of Holders	  	 	46	 
	 SECTION 902
	 	Supplemental Indentures With Consent of Holders	  	 	48	 
	 SECTION 903
	 	Execution of Supplemental Indentures	  	 	49	 
	 SECTION 904
	 	Effect of Supplemental Indentures	  	 	49	 
	 SECTION 905
	 	Reserved	  	 	49	 
	 SECTION 906
	 	Notice of Supplemental Indenture; Reference in Securities to Supplemental Indentures	  	 	49	 
		
	 ARTICLE 10 COVENANTS
	  	 	50	 
	 SECTION 1001
	 	Payment of Principal, Premium, if any, and Interest	  	 	50	 
	 SECTION 1002
	 	Maintenance of Office or Agency	  	 	50	 


  
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	 SECTION 1003
	 	Money for Securities Payments to Be Held in Trust	  	 	51	 
	 SECTION 1004
	 	Statement by Officers as to Default	  	 	52	 
	 SECTION 1005
	 	Waiver of Certain Covenants	  	 	52	 
		
	 ARTICLE 11 REDEMPTION OF SECURITIES
	  	 	52	 
	 SECTION 1101
	 	Applicability of Article	  	 	52	 
	 SECTION 1102
	 	Election to Redeem; Notice to Trustee	  	 	52	 
	 SECTION 1103
	 	Selection by Trustee of Securities to Be Redeemed	  	 	53	 
	 SECTION 1104
	 	Notice of Redemption	  	 	53	 
	 SECTION 1105
	 	Deposit of Redemption Price	  	 	54	 
	 SECTION 1106
	 	Securities Payable on Redemption Date	  	 	55	 
	 SECTION 1107
	 	Securities Redeemed in Part	  	 	55	 
		
	 ARTICLE 12 SINKING FUNDS
	  	 	55	 
	 SECTION 1201
	 	Applicability of Article	  	 	55	 
	 SECTION 1202
	 	Satisfaction of Sinking Fund Payments with Securities	  	 	55	 
	 SECTION 1203
	 	Redemption of Securities for Sinking Fund	  	 	56	 
		
	 ARTICLE 13 DEFEASANCE AND COVENANT DEFEASANCE
	  	 	56	 
	 SECTION 1301
	 	Company’s Option to Effect Defeasance or Covenant Defeasance	  	 	56	 
	 SECTION 1302
	 	Defeasance and Discharge	  	 	56	 
	 SECTION 1303
	 	Covenant Defeasance	  	 	57	 
	 SECTION 1304
	 	Conditions to Defeasance or Covenant Defeasance	  	 	57	 
	 SECTION 1305
	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	  	 	59	 
	 SECTION 1306
	 	Reinstatement	  	 	59	 
		
	 ARTICLE 14 GUARANTEE OF SECURITIES
	  	 	59	 
	 SECTION 1401
	 	Guarantee	  	 	59	 
	 SECTION 1402
	 	Additional Guarantors	  	 	60	 
	 SECTION 1403
	 	Waiver	  	 	60	 
	 SECTION 1404
	 	Guarantee of Payment	  	 	60	 
	 SECTION 1405
	 	No Discharge or Diminishment of Guarantee	  	 	60	 
	 SECTION 1406
	 	Defenses of Company Waived	  	 	61	 
	 SECTION 1407
	 	Continued Effectiveness	  	 	61	 
	 SECTION 1408
	 	Subrogation	  	 	61	 
	 SECTION 1409
	 	Subordination	  	 	61	 
	 SECTION 1410
	 	Release of Guarantor and Termination of Guarantee	  	 	62	 
	 SECTION 1411
	 	Limitation of Guarantors’ Liability	  	 	62	 
	 SECTION 1412
	 	No Obligation to Take Action Against the Company	  	 	63	 
	 SECTION 1413
	 	Execution and Delivery	  	 	63	 
		
	 SCHEDULE I
	  			

  

  
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 INDENTURE, dated as of June 10, 2021, among BLUE OWL FINANCE LLC, a limited liability
company duly organized and existing under the laws of Delaware (herein called the “Company”), each of the Guarantors named herein (the “Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (herein
called the “Trustee”). 
 RECITALS 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its senior
unsecured debt securities (herein called the “Securities”), to be issued in one or more series as provided in this Indenture. 

Each Guarantor has duly authorized the execution and delivery of this Indenture to provide for its guarantee of the Securities (the
“Guarantees”). 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders (as defined herein) thereof, it is mutually agreed,
for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 
 ARTICLE 1 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

SECTION 101 Definitions. 

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 

(1) the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as
the singular; 
 (2) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with
GAAP; 
 (3) unless the context otherwise requires, any reference to an “Article,” a “Section” or a
“Schedule” refers to an Article, a Section or a Schedule, as the case may be, of this Indenture; 
 (4) the words
“herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; 

(5) “including” means including without limitation; 

(6) when used with respect to any Security, the words “convert,” “converted” and “conversion” are
intended to refer to the right of the Holder, the Company or the Guarantors to convert or exchange such Security into or for securities or other property in accordance with such terms, if any, as may hereafter be specified for such Security as
contemplated by Section 301, and these words are not intended to refer to any right of the Holder, the Company or the Guarantors to exchange such Security for other Securities of the same series and of like tenor pursuant to Section 304,
305, 306, 906 or 1107 or another similar provisions of this Indenture, unless the context otherwise requires; and references herein to the terms of any Security that may be converted mean such terms as may be specified for such Security as
contemplated in Section 301; 












 (7) unless otherwise provided, references to agreements and other
instruments shall be deemed to include all amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Indenture; and 

(8) any reference to “execute”, “executed”, “sign”, “signed”, “signature” or
any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S.
Electronic Signatures in Global and National Commerce Act (“E-SIGN”) or the New York Electronic Signatures and Records Act (“ESRA”), which includes any electronic signature provided using
Orbit, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by the Company and reasonably available at no undue burden or expense to the Trustee), except to the extent the Custodian requests otherwise. Any such
electronic signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder; notwithstanding anything herein
to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to reasonable procedures approved by the Trustee. The Company agrees to
assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and
misuse by third parties. 
 “Act,” when used with respect to any Holder, has the meaning specified in Section 104.

 “Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Applicable Procedures” means, with respect to a Depositary, as to any matter at any time, the policies and procedures of
such Depositary, if any, that are applicable to such matter at such time. 
 “Bankruptcy Law” has the meaning specified in
Section 501. 
 “Business Day” means, unless otherwise specified as contemplated by Section 301, any day, other
than a Saturday or Sunday, that is not a day on which banking institutions or trust companies are authorized or obligated by law, regulation or executive order to close in the City of New York or any city in which the Corporate Trust Office or any
Place of Payment is located. 
 “Commission” means the U.S. Securities and Exchange Commission, from time to time
constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at
such time. 
 “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. 

  
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 “Company Request” or “Company Order” means a written
request or order signed by or on behalf of the Company by any Officer, manager, member or partner thereof (or any Person designated in writing as authorized to execute and deliver Company Requests and Company Orders), and delivered to the Trustee.
For the avoidance of doubt, a request or order provided to the Trustee in an email or other electronic communication by an Officer, manager, member or partner thereof (or any Person designated in writing as authorized to execute and deliver Company
Requests and Company Orders) shall constitute a Company Request or Company Order, as applicable, unless the Trustee otherwise requests that such Company Request or Company Order be in writing. 

“Company Resolution” means a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the
Company (or any sole or managing member of the Company or ultimate general partner, sole or managing member of such member) to have been duly adopted by the member or members of the Company or board of directors of the Company (or any sole or
managing member of the Company or ultimate general partner, sole or managing member of such member), as the case may be, and to be in full force and effect on the date of such certification and delivered to the Trustee. 

“Corporate Trust Office” means the designated office of the Trustee which at any time this Indenture shall be principally
administered, currently located at Wilmington Trust, National Association, Global Capital Markets, 246 Goose Lane, Suite 105, Guilford, Connecticut 06437, Attention: Blue Owl Finance Notes Administrator, or such other address as the Trustee may
designate from time to time by notice to the holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the holders and the
Company). 
 “Corporation” means Blue Owl Capital Inc., a Delaware corporation. 

“Covenant Defeasance” has the meaning specified in Section 1303. 

“Credit Group” means the Credit Parties and the Credit Parties’ direct and indirect Subsidiaries (to the extent of their
economic ownership interest in such Subsidiaries) taken as a whole. 
 “Credit Parties” means the Company and the
Guarantors. 
 “Custodian” has the meaning specified in Section 501. 

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

“Defaulted Interest” has the meaning specified in Section 307. 

“Defeasance” has the meaning specified in Section 1302. 

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301. 

“Event of Default” has the meaning specified in Section 501. 

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

  
 7 













 “Expiration Date” has the meaning specified in Section 104. 

“FATCA Withholding Tax” shall mean any withholding or deduction required pursuant to an agreement described in
Section 1471(b) of the Internal Revenue Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code (or any regulations or agreements thereunder or official interpretations thereof) or any intergovernmental
agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement). 

“GAAP” means generally accepted accounting principles in the United States (including, if applicable, International Financial
Reporting Standards) as in effect from time to time. 
 “Global Security” means a Security that evidences all or part of
the Securities of any series and bears the legend set forth in Section 202 (or such legend as may be specified as contemplated by Section 301 for such Securities). 

“Guarantees” has the meaning specified in the second recital of this Indenture and more particularly means any Guarantee made
by each of the Guarantors as set forth in Article XIV hereof. 
 “Guarantors” means (i) each of the Persons listed on
Schedule I attached hereto and (ii) in the future, any New Blue Owl Entity that becomes a Guarantor with respect to a particular series of Securities pursuant to Article XIV, but in each case excluding Persons who cease to be Guarantors
in accordance with this Indenture. 
 “Holder” means a Person in whose name a Security is registered in the Security
Register. 
 “Indenture” means this Indenture as originally executed and as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by
Section 301. 
 “interest” means, when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, interest payable after Maturity. 
 “Interest Payment Date” means, when used with
respect to any Security, the Stated Maturity of an installment of interest on such Security. 
 “Internal Revenue Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time. 
 “Maturity” means, when used with respect to
any Security, the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

 “New Blue Owl Entity” means any subsidiary of the Corporation that is governed by Blue Owl Capital GP LLC other than
(i) a then-existing Guarantor, (ii) any Person in which the Corporation directly or indirectly owns its interest through one or more then-existing Guarantors or (iii) any Person through which the Corporation directly or indirectly
owns its interests in one or more then-existing Guarantors. 
 “Notice of Default” means a written notice of the kind
specified in Section 501. 

  
 8 













 “Obligations” has the meaning specified in Section 1401. 

“obligor” has the meaning given to such term in the Trust Indenture Act. 

“Officer” means any President, Chairman, Chief Executive Officer, Co-Chief Executive
Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Director, Director, Vice President, Secretary or Assistant Secretary of the Company or
any Guarantor (or any sole or managing member or general partner of the Company or any Guarantor or ultimate general partner, sole or managing member of such member or general partner), as the case may be, or, in the case of the Company, any Person
designated as a manager pursuant to the limited liability company agreement of the Company. 
 “Officer’s Certificate”
means a certificate signed by an Officer of the Company or any Guarantor (or any sole or managing member or general partner of the Company or any Guarantor or ultimate general partner, sole or managing member of such member or general partner), as
the case may be, that meets the requirements set forth in this Indenture and delivered to the Trustee. 
 “Opinion of
Counsel” means a written opinion of counsel (who may be counsel for, including an employee or Officer of, the Company or for any Guarantor) and who shall be reasonably acceptable to the Trustee. 

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 

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

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



  

	 	(2)	 Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 


  

	 	(3)	 Securities as to which Defeasance has been effected pursuant to Section 1302; 



 

	 	(4)	 Securities which have been paid or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to Section 306, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; and 


  

	 	(5)	 Securities as to which any property deliverable upon conversion thereof has been delivered (or such delivery
has been made available), or as to which any other particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated in Section 301; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of




  
 9 














	 	
any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable
as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such
Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies, composite currencies or
currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a
Security described in clause (A) or (B) above, of the amount determined as provided in such clause), and (D) Securities owned by the Company, any Guarantor or any other obligor upon the Securities or any Affiliate of the Company, any
Guarantor or such other obligor shall be disregarded and deemed not to be Outstanding (except (i) in the case where the Securities are 100% owned by the Company or any Affiliate of the Company and (ii) in the case of Securities owned by an
Affiliate of the Company, with respect to any such request, demand, authorization, direction, notice, consent, waiver or other action hereunder that requires the consent of the Holder of each Outstanding Security of such series affected thereby
pursuant to the terms of this Indenture), except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor or any other obligor upon the Securities or any Affiliate of the Company, any Guarantor or such other obligor. 


“Paying Agent” means any Person authorized by the Company to pay the principal of or premium, if any, or interest on any
Securities on behalf of the Company or any Guarantor. 
 “Permitted Jurisdictions” has the meaning specified in
Section 801(a)(1). 
 “Person” means and includes natural persons, corporations, partnerships, limited liability
companies, joint ventures, associations, companies, business trusts, or other organizations, irrespective of whether they are legal entities. 

“Place of Payment” means, when used with respect to the Securities of any series, the place or places where the principal of
and premium, if any, and interest on the Securities of such series are payable as specified as contemplated by Section 301. 

“Predecessor Security” means, with respect to any particular Security, every previous Security evidencing all or a portion of
the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Redemption Date” means,
when used with respect to any Security to be redeemed, the date fixed for such redemption by or pursuant to this Indenture. 

  
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 “Redemption Price” means, when used with respect to any Security to be
redeemed, the price at which it is to be redeemed pursuant to this Indenture. 
 “Regular Record Date” means, for the
interest payable on any Interest Payment Date on the Securities of any series, the date specified for that purpose as contemplated by Section 301. 

“Repayment Date” means, when used with respect to a Security to be repaid at the option of a Holder, the date fixed for such
repayment by or pursuant to this Indenture. 
 “Responsible Officer” means with respect to the Trustee, any officer of the
Trustee located at the Corporate Trust Office of the Trustee assigned by the Trustee to administer its corporate trust matters and who shall have direct responsibility for the administration of this Indenture and, for the purposes of
Section 601(3)(B) and the second sentence of Section 602, shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular
subject. 
 “Securities” has the meaning specified in the first recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture. 
 “Securities Act” means the U.S. Securities Act of 1933 and
any statute successor thereto, in each case as amended from time to time. 
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 305. 
 “Special Record Date” means, for the
payment of any Defaulted Interest, a date fixed by the Trustee pursuant to Section 307. 
 “Stated Maturity” means,
when used with respect to any Security or any installment of principal thereof or interest thereon, the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and
payable. 
 “Subsidiary” means any subsidiary of a Person that is or would be consolidated with such Person in the
preparation of segment information with respect to the combined or consolidated financial statements of such Person prepared in accordance with GAAP, but shall not include: (a) any investment vehicle (whether open-ended or closed-ended)
including, without limitation, an investment fund or company, a general or limited partnership, a trust, a company or other business entity organized in any jurisdiction (i) sponsored or promoted by any of the Credit Parties or their
Affiliates, (ii) for which any of the Credit Parties or their Affiliates acts as a general partner or managing member (or in a similar capacity) or (iii) for which any of the Credit Parties or their Affiliates acts as an investment adviser
or investment manager; or (b) any portfolio company or investment of any such investment fund or vehicle or any special purpose entity formed to acquire or hold any such portfolio company or investment. 

“Substantially All Merger” means a merger or consolidation of one or more Credit Parties with or into another Person that
would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the properties and assets of the Credit Group to a Person that is not within the Credit Group
immediately prior to such transaction. 
 “Substantially All Sale” means a sale, assignment, transfer, lease or conveyance
to any other Person, in one or a series of related transactions, directly or indirectly, of all or substantially all of the properties and assets of the Credit Group to a Person that is not within the Credit Group immediately prior to such
transaction. 

  
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 “Successor Party” has the meaning specified in Section 801(a)(1). 

“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939 as in force at the date as of which this Indenture was
executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended. 
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a
successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such
Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of such series. 

“U.S. Government Obligation” has the meaning specified in Section 1304(1). 

SECTION 102 Compliance Certificates and Opinions. 

Upon any application or request by the Company or any Guarantor to the Trustee to take any action under any provision of this Indenture, the
Company or such Guarantor, as the case may be, shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with (including any covenant compliance with which constitutes a condition precedent), except that in the case of any such
application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include: 
 (1) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto; 
 (2) a brief statement as to the nature
and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is
necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 

The Trustee shall not have any responsibility or liability with respect to any matters that would have been covered by the Officer’s
Certificate and Opinion of Counsel that are not permitted by this Section 

  
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 SECTION 103 Form of Documents Delivered to Trustee. 

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 Any
certificate or opinion of an Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which such Officer’s certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an Officer or Officers stating that the information with respect to such factual matters is in the possession of the Company or a Guarantor, as the case may be, unless such counsel knows, or
in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 SECTION 104 Acts of
Holders; Record Dates. 
 Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted
by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company or the Guarantors. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and, subject to Section 601, conclusive in favor of the Trustee, the Company and the Guarantors, if made in the manner provided in this Section 104. 

The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee reasonably
deems sufficient. Where such execution is by a Person acting in a capacity other than such Person’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such Person’s authority. The fact and date of
the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 

The ownership of Securities shall be proved by the Security Register. 

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent or the Company or any Guarantor in reliance thereon, whether or not notation of such action is made upon such Security. 
  

  
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 The Company or any Guarantor may, in its discretion, set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders of Securities of such series but shall have no obligation to do so; provided that none of the Company or any Guarantor may set a record date for, and the provisions of this paragraph shall not apply with respect to,
the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If not set by the Company or any Guarantor prior to the first solicitation of Holders of Outstanding Securities of the relevant series made by
any Person in respect of such action or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be 30 days prior to the first solicitation of such vote or consent. If any record date is set pursuant to
this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be
construed to prevent the Company or any Guarantor from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no
action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company or any Guarantor, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 
 The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 511, in each case with respect to Securities of such series. If any record date is
set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record
date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company and the Guarantors in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 

With respect to any record date set pursuant to this Section 104, the party hereto which sets such record dates may designate any day as
the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other
party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set
pursuant to this Section 104, the party hereto which set such record date shall be deemed to have initially designated the 90th day after such record date as the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. 

  
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 Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of
such principal amount. 
 SECTION 105 Notices, Etc., to Trustee, Company and Guarantors. 

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or by the Company or a
Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be by facsimile) to or with the Trustee at its Corporate Trust Office at the location specified in Section 101; or 

(2) the Company or a Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid or overnight delivery, to the Company or any Guarantor addressed to the attention of the Chief Legal Officer of the Company or such Guarantor at the address
of the Company’s principal office specified in writing to the Trustee by the Company and, until further notice, at c/o Blue Owl Capital Inc., 399 Park Avenue, 38th Floor, New York, NY 10022, Attention: General Counsel. 

The Trustee shall have the right, but shall not be required, to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the Company. The Trustee shall have no duty or
obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorized to give instructions or directions on behalf of the Company; and the Trustee shall have no liability for any losses,
liabilities, costs or expenses incurred or sustained by the Company or any other Person as a result of such reliance upon or compliance with such instructions or directions. The Company agrees to assume all risks arising out of the use of such
electronic methods (and any electronic signatures as described in this Indenture) to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of
interception and misuse by third parties. Any electronically signed document delivered via e-mail or any other electronic method from a person purporting to be an Officer of the Company shall be considered
signed or executed by such Officer on behalf of the Company. The Company also hereby acknowledges that the Trustee shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be
entitled to conclusively rely on any such electronic signature without any liability with respect thereto. 
 SECTION 106 Notice to
Holders; Waiver. 
 Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and delivered electronically or mailed, first-class postage prepaid or overnight delivery, to each Holder affected by such event, at such Holder’s address as it appears in the Security
Register, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect
in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. 

  
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 Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver. 
 In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

Where this Indenture provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to
the Depositary for such Security (or its designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. 

SECTION 107 Reserved. 

SECTION 108 Effect of Headings and Table of Contents. 

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

SECTION 109 Successors and Assigns. 

All covenants and agreements in this Indenture by the Company and the Guarantors shall bind their respective successors and assigns, whether
so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors and assigns, whether so expressed or not. 

SECTION 110 Separability Clause. 

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 111 Benefits of
Indenture. 
 Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

SECTION 112 Governing Law and Jurisdiction. 

This Indenture, the Securities and the Guarantees shall be governed by, and construed in accordance with, the internal laws of the State of
New York. THE PARTIES HERETO AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE OR THE SECURITIES. 
 SECTION 113 Legal Holidays. 

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security, or any date on which a Holder has the right
to convert such Holder’s Security, shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such
provision shall apply in lieu of 

  
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this Section 113)) payment of principal and premium, if any, or interest, or the Redemption Price or conversion of such Security, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, or on such conversion date. In the case, however, of
Securities of a series bearing interest at a floating rate based on the London interbank offered rate (LIBOR), if any Interest Payment Date (other than the Redemption Date or Stated Maturity) would otherwise be a date that is not a Business Day,
then the Interest Payment Date shall be postponed to the following date which is a Business Day, unless that Business Day falls in the next succeeding calendar month, in which case the Interest Payment Date will be the immediately preceding Business
Day. No interest shall accrue for the period from and after any such Interest Payment Date, Redemption Date, Stated Maturity or conversion date, as the case may be, to the date of such payment with respect to such Interest Payment Date, Redemption
Date, Stated Maturity or conversion date. 
 SECTION 114 NO RECOURSE AGAINST OTHERS. 

A director, partner, officer, employee, member, manager or stockholder as such of the Company or any Guarantor shall not have any liability
for any obligations of the Company under the Securities, the Guarantees or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release all
such liability. The waiver and release shall be part of the consideration for the issue of the Securities. 
 SECTION 115 WAIVER OF
JURY TRIAL. 
 EACH OF THE COMPANY, THE GUARANTORS, THE TRUSTEE AND THE HOLDERS, BY THEIR ACCEPTANCE OF THE SECURITIES, HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS AMONG THE COMPANY, THE GUARANTORS AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES
OR THE GUARANTEES. 
 SECTION 116 Severability Clause. 

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 ARTICLE 2 

SECURITY FORMS 

SECTION 201 Forms Generally. 

The Securities of each series shall be in substantially such form or forms as shall be established by or pursuant to a Company Resolution or,
subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate of the Company pursuant to a Company Resolution, or in one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to
comply with applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer executing such Securities, as evidenced by their execution thereof. If the form of
Securities of any series is established by action taken pursuant to a Company Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or 

  
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an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such
Securities. If all of the Securities of any series established by action taken pursuant to a Company Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security
of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series. 

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as
determined by the Officers of the Company executing such Securities, as evidenced by their execution of such Securities. 
 SECTION 202
Form of Legend for Global Securities. 
 Unless otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 
 UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 SECTION 203 Form of Trustee’s
Certificate of Authentication. 
 The Trustee’s certificates of authentication shall be in substantially the following form: 

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

Dated:
                                        
                     
  

			
	Wilmington Trust, National Association, as Trustee
		
	By:	 	  

	Authorized Signatory



  
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 ARTICLE 3 

THE SECURITIES 

SECTION 301 Amount Unlimited; Issuable in Series. 

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 

The Securities may be issued in one or more series. The terms of the Securities shall be established in or pursuant to one or more Company
Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in
(a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions, Officer’s Certificate or supplemental
indenture, as applicable, shall set forth: 
 (1) the title of the Securities of the series (which shall distinguish the
Securities of the series from Securities of any other series); 
 (2) the limit, if any, on the aggregate principal amount of
the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder) or aggregate offering price; 

(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 

(4) the date or dates on which the principal of any Securities of the series is payable or the method used to determine or
extend those dates; 
 (5) the rate or rates at which any Securities of the series shall bear interest, if any, the date or
dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date; 

(6) the place or places where the principal of and premium, if any, and interest on any Securities of the series shall be
payable and the manner in which any payment may be made; 
 (7) the period or periods within which, the price or prices at
which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Company Resolution, the manner in which any election by the Company to redeem the
Securities shall be evidenced; 
 (8) the obligation or the right, if any, of the Company to redeem or purchase any
Securities of the series pursuant to any sinking fund or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed
or purchased, in whole or in part, pursuant to such obligation or right; 

  
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 (9) if other than denominations of $2,000 and any integral multiple of
$1,000 in excess thereof, the denominations in which any Securities of the series shall be issuable; 
 (10) if the amount of
principal of or premium, if any, or interest on any Securities of the series may be determined with reference to a financial or economic measure or index or pursuant to a formula, the manner in which such amounts shall be determined; 

(11) if other than the currency of the United States of America, the currency, currencies or currency units in which the
principal of or premium, if any, or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the
definition of “Outstanding” in Section 101; 
 (12) if the principal of or premium, if any, or interest on any
Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or
currency units in which the principal of or premium, if any, or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the
amount so payable (or the manner in which such amount shall be determined); 
 (13) if other than the entire principal amount
thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; 

(14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any
one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and
payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be
determined); 
 (15) if other than by a Company Resolution, the manner in which any election by the Company to defease any
Securities of the series pursuant to Section 1302 or Section 1303 shall be evidenced; whether any Securities of the series other than Securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to
Section 1302 or Section 1303; or, in the case of Securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible
pursuant to Section 1302 or Section 1303 or both such Sections; 
 (16) if applicable, that any Securities of the
series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security
in addition to or in lieu of that set forth in Section 202 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in
whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof and any other
provisions governing exchanges or transfers of such Global Security; 

  
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 (17) any addition to, deletion from or change in the Events of Default which
applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502; 

(18) any addition to, deletion from or change in the covenants set forth in Article X which applies to Securities of the
series; 
 (19) if the Securities of the series are to be convertible into or exchangeable for cash and/or any securities or
other property of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable; 

(20) whether the Securities of the series will be guaranteed by any Person or Persons other than the Guarantors and, if so, the
identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective
guarantors; 
 (21) whether the Securities of the series will be secured by any collateral and, if so, the terms and
conditions upon which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Company or any guarantor; 

(22) if other than Wilmington Trust, National Association is to act as Trustee for the Securities of such series, the name and
Corporate Trust Office of such Trustee; 
 (23) if any priority of payment is set for the Securities of such series, the
nature and terms of that priority of payment set for the Securities of the Series; 
 (24) if any of the Securities of such
series will be issued as Original Issue Discount Securities, the terms on which such Securities of the Series will be issued as Original Discount Securities and the portion of the principal amount as shown on the face of those Securities that shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or at the time of any prepayment of those Securities or the method or methods for determining that portion of that principal amount payable at any of
those times; and 
 (25) any other terms of the series (which terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 901(12)). 
 All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Company Resolution referred to above or pursuant to authority granted by one or more Company Resolutions and, subject to Section 303, set forth, or determined in the
manner provided, in the Officer’s Certificate of the Company referred to above or in any such indenture supplemental hereto. 
 All
Securities of any one series need not be issued at one time and, unless otherwise provided in or pursuant to the Company Resolution referred to above and, subject to Section 303, set forth, or determined in the manner provided, in the
Officer’s Certificate of the Company referred to above or pursuant to authority granted by one or more Company Resolutions or in any such indenture supplemental hereto with respect to a series of Securities, additional Securities of a series
may be issued, at the option of the Company, without the consent of any Holder, at any time and from time to time. 

  
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 If any of the terms of the series are established by action taken pursuant to a Company
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Company setting
forth the terms of the series. 
 SECTION 302 Denominations. 

The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified
as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in
excess thereof. 
 SECTION 303 Execution, Authentication, Delivery and Dating. 

The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer,
Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director,
Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual, electronic or facsimile. 

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If
the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 601, shall be fully protected in relying upon, an Opinion of
Counsel stating: 
 (1) that the form of such Securities has been established in conformity with the provisions of this
Indenture; 
 (2) that the terms have been established in conformity with the provisions of this Indenture; and 

(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and
delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and
each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights
generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. 

  
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 If such form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee. 
 Notwithstanding the provisions of Section 301 and of the preceding paragraph of this
Section 303, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 301, it shall
not be necessary to deliver the Officer’s Certificate of the Company otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 303 at or prior to the
authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 

Each Security shall be dated the date of its authentication. 

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

SECTION 304 Temporary Securities. 

Pending the preparation of definitive Securities of any series, the Company may execute, and, upon delivery of a Company Order, the Trustee
shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities of such series in lieu of
which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officer or Officers executing such Securities may determine, as evidenced by their execution thereof. 

If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. 

Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor. 
 SECTION 305 Registration, Registration of Transfer and Exchange. 

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 

  
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 Upon surrender for registration of transfer of any Security of a series at the office or
agency of the Company in a Place of Payment for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any
authorized denominations and of like tenor and principal amount. 
 At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of like tenor and principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Securities, which the Holder making the exchange is entitled to receive. 

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

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

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. 

If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required
(A) to issue, register the transfer of or exchange any Securities of such series (or of such series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice
of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or between a Regular Record Date and its corresponding Interest Payment Date, or (B) to
register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

Neither the Trustee nor the Security Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any
Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof. 

  
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 The provisions of clauses (1), (2), (3) and (4) of this paragraph shall apply only to
Global Securities: 
 (1) Each Global Security authenticated under this Indenture shall be registered in the name of the
Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

 (2) Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be
specified as contemplated by Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable to continue as Depositary with respect to such Global Security and a successor Depositary is not
appointed by the Company within 90 days, (B) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor Depositary is not appointed within 90 days, (C) there shall have occurred and be continuing an
Event of Default with respect to such Global Security, (D) the Company so directs the Trustee by a Company Order or (E) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for
this purpose as contemplated by Section 301. 
 (3) Subject to clause (2) above and to such applicable provisions,
if any, as may be specified as contemplated by Section 301, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be
registered in such names as the Depositary for such Global Security shall direct. 
 (4) Every Security authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section 305, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered
in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. 

SECTION 306 Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

If there shall be delivered to the Company and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any
Security and (2) such security or indemnity as shall be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company or the Trustee that such Security has been acquired by
a protected purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount, having the Guarantees
noted therein, and bearing a number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 

Upon the issuance of any new Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Company and the fees and expenses of the Trustee and its counsel) connected therewith. 

  
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 Every new Security of any series issued pursuant to this Section 306 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company and the respective Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series and Guarantees duly issued hereunder. 

The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 SECTION 307 Payment of Interest; Interest Rights
Preserved. 
 Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any
Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest. 
 Any interest on any Security of any series which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: 
 (1) The Company may
elect to make payment of any Defaulted Interest payable on Securities of a series to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of
the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Company shall promptly notify the Trustee of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be
given to each Holder of Securities of such series in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2). 
 (2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after written notice given by
the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 

  
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 Subject to the foregoing provisions of this Section 307, each Security delivered under
this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

In the case of any Security which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Security whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest
(whether or not punctually paid or made available for payment) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as otherwise
expressly provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable. Notwithstanding the foregoing, the terms
of any Security that may be converted may provide that the provisions of this paragraph do not apply, or apply with such additions, changes or omissions as may be provided thereby, to such Security. 

SECTION 308 Persons Deemed Owners. 

Prior to due presentment of a Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, a
Guarantor or the Trustee shall treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and premium, if any, and, subject to Section 307, any interest on such
Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantors, the Trustee nor any agent of the Company, a Guarantor or the Trustee shall be affected by notice to the contrary. 

SECTION 309 Cancellation. 

All Securities surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by the Trustee in accordance with its customary procedures. The Company or any Guarantor may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company or such Guarantor may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee in accordance with its customary procedures. No
Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 309, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in
accordance with its customary procedures. The Trustee shall provide the Company or any Guarantor a list of all Securities that have been cancelled from time to time as requested in writing by the Company or such Guarantor. 

SECTION 310 Computation of Interest. 

Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months. 

  
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 SECTION 311 CUSIP or ISIN Numbers. 

The Company in issuing any series of the Securities may use “CUSIP” or “ISIN” numbers and/or other similar numbers, if
then generally in use, and thereafter with respect to such series, the Trustee may use such numbers in any notice of redemption with respect to such series; provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities of such series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities of such series, and any
such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee, in writing, of any change in the CUSIP or ISIN numbers. 

SECTION 312 General Provisions Relating to Global Securities. 

Owners of beneficial interests in the Securities evidenced by a Global Security will not be entitled to any rights under this Indenture with
respect to such Global Security, and the Depositary or its nominee may be treated by the Company, the Guarantors, and the Trustee and any agent of the Company, the Guarantors or the Trustee, including any Security Registrar or Paying Agent as the
owner and Holder of such Global Security for all purposes whatsoever. None of the Company, the Trustee, the Security Registrar, the Paying Agent or any other agent of the Company, the Guarantors or of the Trustee shall have any responsibility or
liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. None of
the Company, the Guarantors, the Trustee, the Security Registrar, the Paying Agent or any other agent of the Company or of the Trustee shall have any responsibility or liability to any person for any acts or omissions of the Depositary or its
nominee in respect of a Global Security, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of such Global Security, for any transactions between such Depositary and any participant or
indirect participant in such Depositary or between or among such Depositary, any participant or indirect participant in such Depositary and/or any Holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial
interests in any such Global Security. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Security Registrar or the Paying Agent or such agent from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or its nominee or impair, as between the Depositary or its nominee and such owners of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary or its
nominee as Holder of any Global Security. 
 ARTICLE 4 

SATISFACTION AND DISCHARGE 

SECTION 401 Satisfaction and Discharge of Indenture. 

This Indenture shall, upon Company Request, cease to be of further effect with respect to any series of Securities specified in such Company
Request (except as to any surviving rights of registration of transfer or exchange of Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by
the Company acknowledging satisfaction and discharge of this Indenture as to such series, when: 
 (1) either 

(A) all Securities of such series theretofore authenticated and delivered (other than (i) Securities which have been
mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 

  
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 (B) all such Securities of such series not theretofore delivered to the
Trustee for cancellation 
 (i) have become due and payable, or 

(ii) will become due and payable within one year of the date of deposit, or 

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, money in
an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and premium, if any, and interest to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
 (2) the Company has
paid or caused to be paid all other sums payable hereunder by the Company; and 
 (3) the Company has delivered to the
Trustee an Officer’s Certificate of the Company and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

 In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive. 

SECTION 402 Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall
be held in trust and applied by it, in accordance with the provisions of the applicable series of Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and premium, if any, and interest for whose payment such money has been deposited with the Trustee. All money deposited with the Trustee pursuant to Section 401 (and held
by it or any Paying Agent) for the payment of Securities subsequently converted into other property shall be returned to the Company upon Company Request. The Company may direct by a Company Order the investment of any money deposited with the
Trustee pursuant to Section 401, without distinction between principal and income, in (1) United States Treasury securities with a maturity of one year or less or (2) a money market fund that invests solely in short-term United States
Treasury securities (including money market funds for which the Trustee or an affiliate of the Trustee serves as investment advisor, administrator, shareholder, servicing agent and/or custodian or
sub-custodian, notwithstanding that (a) the Trustee charges and collects fees and expenses from such funds for services rendered and (b) the Trustee charges and collects fees and expenses for
services rendered pursuant to this Indenture at any time) and from time to time the Company may direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria specified in clause (1) or (2) of this
Section 402. 

  
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 ARTICLE 5 

REMEDIES 
 SECTION 501
Events of Default. 
 Except as may be otherwise provided pursuant to Section 301 for Securities of any series, an
“Event of Default” means, whenever used herein or in a Security issued hereunder with respect to Securities of any series, any one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 

(1) the Company defaults in the payment of any installment of interest on any Security of such series, and such default
continues for a period of 30 days after such payment becomes due and payable; 
 (2) the Company defaults in the payment of
the principal of or premium, if any, on any Security of such series when the same becomes due and payable, regardless of whether such payment became due and payable at its Stated Maturity, upon redemption, upon declaration of acceleration or
otherwise; 
 (3) the Company defaults in the deposit of any sinking fund payment, when and as due by the terms of a Security
of such series; 
 (4) any Credit Party defaults in the performance of, or breaches, any of its covenants and agreements in
respect of any Security of such series contained in this Indenture or in the Securities of such series (other than those referred to in (1), (2) or (3) above), and such default or breach continues for a period of 90 days after the written
notice specified below; 
 (5) the Company or any Guarantor, pursuant to or within the meaning of the Bankruptcy Law (as
defined below): 
 (A) commences a voluntary case or proceeding; 

(B) consents to the entry of an order for relief against it in an involuntary case or proceeding; 

(C) consents to the appointment of a Custodian (as defined below) of it or for all or substantially all of its property; 

(D) makes a general assignment for the benefit of its creditors; 

(E) files a petition in bankruptcy or answer or consent seeking reorganization or relief; 

(F) consents to the filing of such petition or the appointment of or taking possession by a Custodian; or 

  
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 (G) takes any comparable action under any foreign laws relating to
insolvency; 
 (H) is subject to an order or decree under any Bankruptcy Law by a court of competent jurisdiction that: 

 

	 	(i)	 is for relief against the Company or any Guarantor in an involuntary case, or adjudicates the Company or any
Guarantor insolvent or bankrupt; 


  

	 	(ii)	 appoints a Custodian of the Company or any Guarantor or for all or substantially all of the property of the
Company or any Guarantor; or 


  

	 	(iii)	 orders the winding-up or liquidation of the Company or any Guarantor
(or any similar relief is granted under any foreign laws), and the order or decree remains unstayed and in effect for 90 days; 



(6) except as otherwise provided herein, a Guarantee of any Guarantor ceases to be in full force and effect or is declared to
be null and void and unenforceable or such Guarantee is found to be invalid or a Guarantor denies its liability under its Guarantee (other than by reason of release of such Guarantee in accordance with the terms of this Indenture); or 

(7) any other Event of Default provided with respect to Securities of such series occurs. 

The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state or foreign law for the relief
of debtors. The term “Custodian” means any custodian, receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law. 

A Default with respect to Securities of any series under clause (4) of this Section 501 shall not be an Event of Default until the
Trustee (by written notice to the Company and the Guarantors) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series (by written notice to the Company and the Guarantors and the Trustee) gives
written notice of the Default and the Company and the Guarantors do not cure such Default within the time specified in clause (4) after receipt of such written notice. Such notice must specify the Default, demand that it be remedied and state
that such notice is a “Notice of Default.” 
 SECTION 502 Acceleration of Maturity; Rescission and Annulment.

 If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in
Section 501(5)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Securities
of such series (or, if any Securities of such series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof), together with any accrued and unpaid interest thereon, to
be due and payable immediately, by a notice in writing to the Company and the Guarantors (and to the Trustee if given by Holders), and upon any such declaration, such principal amount (or specified amount), together with any accrued and unpaid
interest thereon, shall become immediately due and payable. If an Event of Default specified in Section 501(5) with respect to the Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of such
series (or, in the case of any Security of such series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof), together with any accrued and unpaid
interest thereon, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. Upon payment of such amount, all obligations of the Company in respect of the payment of
principal and interest of the Securities of such series shall terminate. 

  
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 Except as may otherwise be provided pursuant to Section 301 for all or any specific
Securities of any series, at any time after such a declaration of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due based on such acceleration has been obtained by
the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company, the Guarantors and the Trustee, may rescind and annul such
declaration and its consequences if: 
 (1) the Company or any Guarantor has paid or deposited with the Trustee a sum
sufficient to pay: 
 (A) all overdue interest on all Securities of such series, 

(B) the principal of and premium, if any, on any Securities of such series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in the Securities of such series, 

(C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed
therefor in such Securities, and 
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and 
 (2) all Events of Default with respect to
Securities of such series, other than the non-payment of the principal of Securities of such series which have become due solely by such declaration of acceleration, have been cured or waived as provided in
Section 512. 
 No such rescission shall affect any subsequent default or impair any right consequent thereon. 

SECTION 503 Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Company covenants that if (1) default is made in the payment of any interest on any Security when such interest becomes due and
payable and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of or premium, if any, on any Security at the Maturity thereof, it will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and premium, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any
overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 If an Event of Default with respect
to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee
shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

  
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 SECTION 504 Trustee May File Proofs of Claim. 

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company, any Guarantor or any other obligor upon the Securities or the property of the Company, any Guarantor or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or any Guarantor for the payment of overdue principal or interest) shall
be entitled and empowered, by intervention in such proceeding or otherwise 
 (1) to file and prove a claim for the whole
amount of principal and premium, if any, and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the
compensation and reasonable expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 

(2) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by the Holder to make such payments to the Trustee and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation and reasonable expenses, disbursements and advances of the Trustee, its agents and counsel, and for any other amounts due
the Trustee under Section 607. 
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee. 

SECTION 505 Trustee May Enforce Claims Without Possession of Securities. 

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, any predecessor Trustee under Section 607, its agents and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered. 
 SECTION 506 Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article V, and any money or other property distributable in respect of the Company’s
obligations under this Indenture after the occurrence of an Event of Default, shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or premium, if
any, or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

  
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 FIRST: To the payment of all amounts due the Trustee (including any predecessor Trustee)
under this Indenture, including without limitation, under Section 607; 
 SECOND: To the payment of the amounts then due and unpaid for
principal of and premium, if any, and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such
Securities for principal and premium, if any, and interest, respectively; and 
 THIRD: To the payment of the remainder, if any, to the
Company or the Guarantors. 
 SECTION 507 Limitation on Suits. 

Except as otherwise provided in Section 508, no Holder of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder, unless: 

(1) Such Holder has previously given written notice to the Trustee of a continuing Event of Default, specifying an Event of
Default with respect to the Securities of such series; 
 (2) the Holders of not less than 25% in aggregate principal amount
of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

(3) such Holder or Holders have offered, and if requested, provided to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities to be incurred in compliance with such request; 
 (4) the Trustee has failed to
institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity; and 
 (5) no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series;

 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such Holders. 
 SECTION 508 Unconditional Right of Holders
to Receive Principal, Premium and Interest and to Convert Securities. 
 Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and, subject to Section 307, interest on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption or repayment, on the Redemption Date or date for repayment, as the case may be, and, if the terms of such Security so provide, to convert such Security in accordance with its terms) and to institute
suit for the enforcement of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired without the consent of such Holder. 

  
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 SECTION 509 Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
 SECTION 510 Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 SECTION 511 Control by Holders. 

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided that 

(1) such direction shall not be in conflict with any rule of law or with this Indenture or that the Trustee determines is
unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to determine whether any action is prejudicial to any Holder) and shall not subject the Trustee to liability for which it
shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk of liability is not reasonably assured to it, and 

(2) such direction shall not prejudice the rights of the Holders not joining in the direction, and 

(3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 

Before proceeding to exercise any right or power hereunder at the direction of the Holders, the Trustee shall be entitled to receive from such
Holders, and shall not be required to act unless it so receives, security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) which might be incurred by it in
compliance with such request or direction. 
 SECTION 512 Waiver of Past Defaults. 

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities of such series waive any past Default hereunder and any Event of Default arising therefrom, with respect to such series and its consequences, except a Default 

  
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 (1) in the payment of the principal of or premium, if any, or interest on
any Security of such series, or 
 (2) in respect of a covenant or provision hereof which under Article IX cannot be modified
or amended without the consent of the Holder of each Outstanding Security of such series affected. 
 Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

SECTION 513 Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess reasonable costs (including reasonable attorneys’ fees and expenses) against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section 513 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company, any Guarantor or the Trustee, a suit by a Holder under Section 508, or a suit by Holders of more than 10% in aggregate principal amount of the Outstanding Securities. 

SECTION 514 Waiver of Usury, Stay or Extension Laws. 

Each of the Company and the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the
Company and the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been enacted. 
 SECTION 515 Restoration of
Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Guarantors, the
Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 

ARTICLE 6 
 THE TRUSTEE 

SECTION 601 Certain Duties and Responsibilities of Trustee. 

(1) Except during the continuance of an Event of Default with respect to any series of Securities, 

  
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 (A) the Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee with respect to such series; and 

(B) in the absence of negligence or willful misconduct on its part, the Trustee may conclusively rely with respect to the
Securities of such series, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any
such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein). 

(2) In case an Event of Default with respect to any series of Securities has occurred and is continuing of which written notice
of such Event of Default shall have been received by a Responsible Officer of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to the Securities of such series, and use the same degree
of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 

(3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that: 
 (A) this Section 601(3) shall not be
construed to limit the effect of Section 601(1) or Section 601(4); 
 (B) the Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer, unless it shall be proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 

(C) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority (or such lesser amount as may be permitted by this Indenture) in aggregate principal amount of the Outstanding Securities of any series, determined as provided in Sections 101, 104 and 511, relating to
the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series. 

(4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. 
 (5) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601 and 603. 

  
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 SECTION 602 Notice of Defaults. 

If a Default occurs with respect to Securities of any series and is continuing and written notice of such Default has been received by a
Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such written notice references the Securities and this Indenture, the Trustee shall give to each Holder of Securities of such series notice of Default within the
later of 90 days after the occurrence of such Default or promptly after receipt of such written notice. Except in the case of a Default in payment of principal of or interest on any Security, the Trustee may withhold notice if and so long as the
Trustee in good faith determines that withholding such notice is in the interests of Holders of Securities of such series. 

SECTION 603 Certain Rights of Trustee. 

Subject to the provisions of Section 601: 

(1) the Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper, document or electronic communication believed by it to be genuine and to have been
signed or presented by the proper party or parties; 
 (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any resolution of the member or members of the Company or board of managers of the Company, as the case may be, shall be sufficiently evidenced by a Company Resolution thereof; 

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate of the Company or
the Guarantors or an Opinion of Counsel; 
 (4) the Trustee may consult with counsel of its selection and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered, and if requested, provided to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction; 
 (6) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company or the Guarantors, personally or by agent or attorney at the sole cost of the Company or the Guarantors and shall incur no liability or additional liability of any kind by reason of such inquiry
or investigation; 

  
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 (7) the Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 

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

(9) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
 (10)
anything in this Indenture notwithstanding, in no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; 

(11) in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, pandemics, epidemics and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication
facility (it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances); 

(12) the Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of such Default or
Event of Default, as the case may be, has been received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture and states that it is a “Notice of
Default”; 
 (13) the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names
of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any
person specified as so authorized in any such certificate previously delivered and not superseded; 
 (14) the permissive
right of the Trustee to take or refrain from taking action hereunder shall not be construed as a duty; and 
 (15) all
notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or, subject to the Trustee’s
procedures, by way of an electronic signature provided using Orbit, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by the Company and reasonably available at no undue burden or expense to the Trustee), in
English. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and
the risk of interception and misuse by third parties. 

  
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 SECTION 604 Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements
of the Company and the Guarantors, as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or the Guarantees.
The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. 
 SECTION 605
May Hold Securities. 
 The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company or the Guarantors, in
its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar
or such other agent. 
 SECTION 606 Money Held in Trust. 

Money held by the Trustee in trust hereunder shall, until used or applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 

SECTION 607 Compensation and Reimbursement. 

The Company and each Guarantor jointly and severally agrees: 

(1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the parties hereto for
all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel and all Persons not
regularly in its employ), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct as determined by a final nonappealable order of a court of competent jurisdiction; and 

(3) to indemnify each of the Trustee or any predecessor Trustee and their officers, agents, directors and employees for, and to
hold them harmless against, any and all loss, damage, claims, liability or expense incurred without negligence or willful misconduct on its part as determined by a final nonappealable order of a court of competent jurisdiction, arising out of or in
connection with this Indenture, the Securities and the transactions contemplated hereby and thereby, including the acceptance or administration of the trust or trusts hereunder and under any supplemental indenture, including the reasonable costs and
expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, under any supplemental
indenture or under any Securities or in connection with enforcing the provisions of this Section. 

  
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 In addition to, but without prejudice to its other rights under this Indenture, when the
Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel and agents) and the compensation for the services
are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. 

“Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence
or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 
 As security for the
performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this
Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities for the payment of principal of and premium, if any, or interest. 

The provisions of this Section 607 shall survive the satisfaction and discharge of the Securities, the termination for any reason of this
Indenture and the resignation or removal of the Trustee. 
 SECTION 608 Conflicting Interests. 

If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. 

To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Securities of more than one series. 
 SECTION 609 Corporate Trustee Required;
Eligibility. 
 There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may
be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has a corporate trust
office in the Borough of Manhattan, The City of New York or any other major city in the United States that is acceptable to the Company. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of
its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent annual report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 609, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article VI. 
 SECTION 610 Resignation and Removal;
Appointment of Successor. 
 No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article
VI shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 

  
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 The Trustee or any successor hereafter appointed may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of such series, upon written notice delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series. 
 If at any time: 

(1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company, the Guarantors or any
Holder who has been a bona fide Holder of a Security for at least six months, or 
 (2) the Trustee shall cease to be
eligible under Section 609 and shall fail to resign after written request therefor by the Company, the Guarantors or any such Holder, or 

(3) the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent, or commence a voluntary bankruptcy
proceeding, or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (A) the Company or the Guarantors may remove the Trustee with respect to all Securities or (B) subject to Section 513, Holders of 10% in aggregate principal amount of Securities of any series who
have been bona fide Holders of such Securities for at least six months may, on behalf of themselves and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities
and the appointment of a successor Trustee or Trustees. 
 If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company or the Guarantors shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series
shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company
or the Guarantors. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company the Guarantors or the Holders and accepted appointment in the manner required by Section 611, Holders of 10% in
aggregate principal amount of Securities of any series who have been bona fide Holders of Securities of such series for at least six months may, on behalf of themselves and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

  
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 The Company or the Guarantors shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall
include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 

SECTION 611 Acceptance of Appointment by Successor. 

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company, the Guarantors and the retiring Trustee a written instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, but, on the request of the Company, the Guarantors or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver a written instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder subject nonetheless to the lien provided for in Section 607. 
 In case of
the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the Guarantors, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series
shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in,
each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not
retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of
the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company, the Guarantors or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates subject nonetheless to the lien provided for in
Section 607. 
 Upon request of any such successor Trustee, the Company and the Guarantors shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 

  
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 No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article VI. 
 Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Holders, as their names and addresses appear upon the Security Register. If the Company fails to
transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company. 

SECTION 612 Merger, Conversion, Consolidation or Succession to Business. 

Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided that such Person
shall be otherwise qualified and eligible under this Article VI, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion, consolidation or sale to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities; and in case at that time any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have. 

SECTION 613 Preferential Collection of Claims Against Company. 

The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A
Trustee who has resigned or has been removed shall comply with Section 311(a) of the TIA to the extent indicated. 
 SECTION 614
Trustee’s Application for Instructions from the Company. 
 Any application by the Trustee for written instructions
from the Company may, at the option of the Trustee, set forth in writing any action proposed (to the extent not provided for in this Indenture) to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action
shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application
(which date shall not be less than 10 Business Days after the date any Officer of the Company actually receives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action (or
the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. 

  
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 ARTICLE 7 

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

SECTION 701 Company to Furnish Trustee Names and Addresses of Holders. 

If the Trustee is not the Security Registrar, the Company shall cause the Security Registrar to furnish to the Trustee, in writing at least
five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Securities of
each series. 
 SECTION 702 Preservation of Information; Communications to Holders. 

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may dispose of any list furnished to it as provided in Section 701
upon receipt of a new list so furnished. 
 The rights of Holders to communicate with other Holders with respect to their rights under this
Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act, as if the Trust Indenture Act were applicable. 

SECTION 703 Reports by Trustee. 

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant thereto. 
 A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange and automated quotation system, if any, upon which any Securities are listed, with the Commission (if accepted for filing by the Commission) and the Company. The Trustee shall
be notified in writing when any Securities are listed on any stock exchange or automated quotation system or delisted therefrom. 

SECTION 704 Reports by the Company and the Guarantors. 

Delivery of reports, information and documents to the Trustee is for informational purposes only and shall not constitute a representation or
warranty as to the accuracy or completeness of the reports, information and documents. The Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s or the Guarantors’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates of the Company). 

ARTICLE 8 
 CONSOLIDATION,
MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS 
 SECTION 801 Company and Guarantors May Merge or Transfer Assets on Certain
Terms. 
 (a) No Credit Party shall be a party to a Substantially All Merger or participate in a Substantially All Sale, unless: 

  
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 (1) such Credit Party is the surviving Person, or the Person formed by or
surviving such Substantially All Merger or to which such Substantially All Sale has been made (the “Successor Party”) is organized under the laws of the United States, Belgium, Bermuda, Canada, Cayman Islands, France, Germany,
Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, a member country of the Organisation for Economic Co-operation and Development or any
political subdivision of any of the foregoing (collectively, the “Permitted Jurisdictions”), and has expressly assumed by supplemental indenture all of the obligations of such Credit Party under this Indenture; 

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

 (3) the Company delivers to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel, each
stating that such transaction and any supplemental indenture executed in connection therewith comply with this Indenture and that all conditions precedent provided for in this Indenture relating to such transaction and the execution of the
supplemental indenture have been complied with. 
 (b) For as long as any Securities of any series under this Indenture remain outstanding,
all equity and voting interests in the Company shall be owned directly or indirectly by one or more Guarantors and each of the Credit Parties must be organized under the laws of a Permitted Jurisdiction. 

SECTION 802 Successor Party Substituted. 

Upon the consummation of a transaction contemplated by and consummated in accordance with Section 801, the Successor Party shall succeed
to, and be substituted for, and may exercise every right and power of, the applicable Credit Party under this Indenture, with the same effect as if such Successor Party had been an original party to this Indenture, and, except in the case of a
lease, the applicable Credit Party shall be released from all of its liabilities and obligations under this Indenture and the Securities (including the Guarantees). 

ARTICLE 9 
 SUPPLEMENTAL
INDENTURES 
 SECTION 901 Supplemental Indentures Without Consent of Holders. 

Without the consent of any Holders, the Company, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
 (1) to add to the
covenants for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of
such series) or to surrender any right or power conferred upon the Company or any Guarantor hereunder, under any indenture supplemental hereto or under any series of Securities; 

(2) to evidence the succession of another Person to the Company or any Guarantor, or successive successions, and the assumption
by the Successor Party of the covenants, agreements and obligations of the Company or such Guarantor pursuant to Article VIII; 

  
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 (3) to add any additional Events of Default for the benefit of the Holders
of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such
series); 
 (4) to add new Guarantors; 

(5) to provide for the release of any Guarantor in accordance with this Indenture; 

(6) to secure the Securities; 

(7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities
of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 611; or 
 (8) to provide for the issuance of additional Securities of any series; 

(9) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; 

(10) to comply with the rules of any applicable Depositary; 

(11) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate
the issuance of Securities in uncertificated form; 
 (12) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture
and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no Security described in clause
(i) Outstanding; 
 (13) to cure any ambiguity, or correct or supplement any provision of this Indenture or in any
supplemental indenture that may be defective or inconsistent with any other provision herein or in any supplemental indenture; provided that such amendment does not adversely affect the rights of the Holders of Securities of any series in any
material respect; 
 (14) to change any other provision contained in the Securities of any series or under this Indenture;
provided that such action pursuant to this clause (14) shall not adversely affect the rights of the Holders of Securities of any series in any material respect; and 

(15) to conform the text of this Indenture, the Securities or any supplemental indenture to any provision of the
“Description of the Notes” or similarly captioned section of any offering memorandum, offering circular, prospectus supplement or similar offering document relating to Securities of such series. 

It shall not be necessary for any Act of Holders under this Section 901 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

  
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 SECTION 902 Supplemental Indentures With Consent of Holders. 

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected
by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for Securities), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series affected thereby: 

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security; 

(2) reduce the principal amount of any Security or reduce the amount of the principal of an Original Issue Discount Security or
any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 503, or reduce the rate of or extend the time of payment of interest on any Security; 

(3) reduce any premium payable upon the redemption of or change the date on which any Security may or must be redeemed; 

(4) change the coin or currency in which the principal of or premium, if any, or interest on any Security is payable; 

(5) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date); 
 (6) reduce the percentage in principal amount of
the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture; 
 (7) modify any of the provisions of this
Section 902, Section 512 or Section 1005, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 902 and
Section 1005, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7); 
 (8) if
the Securities of any series are convertible into or for any other securities or property of the Company, make any change that adversely affects in any material respect the right to convert any Security of such series (except as permitted by
Section 901) or decrease the conversion rate or increase the conversion price of any such Security of such series, unless such decrease or increase is permitted by the terms of such Security; 

(9) subordinate the Securities of any series or any Guarantee of a Guarantor in respect thereof to any other obligation of the
Company or such Guarantor; 

  
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 (10) modify the terms of any Guarantee in a manner adverse to the Holders of
Securities of a series; or 
 (11) modify clauses (1) through (10) above. 

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series. 
 It shall not be necessary for any Act of Holders under this Section 902
to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

SECTION 903 Execution of Supplemental Indentures. 

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and, subject to Section 601, shall be fully protected in relying upon, in addition to the documents required by Section 102, an Opinion of Counsel
and an Officer’s Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent in this Indenture to the execution of such supplemental indenture, if any,
have been complied with; provided, however, that no such Opinion of Counsel or Officer’s Certificate shall be required in the case of any supplemental indenture executed and delivered concurrently with the original execution and
delivery of this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

SECTION 904 Effect of Supplemental Indentures. 

Upon the execution of any supplemental indenture under this Article IX, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. However, to the extent any provision of this
Indenture conflicts with the express provisions of any supplemental indenture executed under this Article IX, the provisions of such supplemental indenture will govern and be controlling. 

SECTION 905 Reserved. 

SECTION 906 Notice of Supplemental Indenture; Reference in Securities to Supplemental Indentures. 

After a supplemental indenture under Section 901 and 902 becomes effective, the Company shall mail to the Trustee and Holders a notice
briefly describing such supplemental indenture or a copy of such supplemental indenture. Any failure of the Company to mail or deliver such notice, or any defect therein, or any failure of the Company to mail such supplemental indenture, shall not
in any way impair or affect the validity of any such supplemental indenture. 
 Securities of any series authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article IX may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the opinion of the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series. 

  
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 ARTICLE 10 

COVENANTS 

SECTION 1001 Payment of Principal, Premium, if any, and Interest. 

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and
premium, if any, and interest on the Securities of such series in accordance with the terms of the Securities and this Indenture. Principal and interest shall be considered paid on the date due if, on or before 11:00 a.m. (New York City time) on
such date, the Trustee or the Paying Agent (or, if the Company or any Subsidiary of the Corporation is the Paying Agent, the segregated account or separate trust fund maintained by the Company or such Subsidiary pursuant to Section 1003) holds
in accordance with this Indenture money sufficient to pay all principal and interest then due. 
 The Company shall pay interest on overdue
principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful as provided in Section 307. 

Notwithstanding anything to the contrary contained in this Indenture, the Company, the Guarantors, the Trustee or any Paying Agent may, to the
extent it is required to do so by applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), make any
withholding or deduction from principal or interest payments hereunder to the extent necessary to comply with Applicable Law (and shall timely pay the amounts so withheld or deducted to the applicable governmental authority) for which such Person
shall not have any liability. Each of the Company, the Guarantors and the Trustee agrees to reasonably cooperate and, at the reasonable request of the other, to provide the other with such information as each may have in its possession that is
necessary to enable the determination of whether any payments hereunder are subject to FATCA Withholding Tax. 
 SECTION 1002
Maintenance of Office or Agency. 
 The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of such series may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices
and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If
at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee. The Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided, that no office of the Trustee shall be an office or agency for the purposes of service of legal
process against the Company or any Guarantor. 
 The Company may also from time to time designate one or more other offices or agencies
where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of
any change in the location of any such other office or agency. 

  
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 With respect to any Global Security, and except as otherwise may be specified for such
Global Security as contemplated by Section 301, the Corporate Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration of transfer or exchange, or where
successor Securities may be delivered in exchange therefor; provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall
be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture. 

SECTION 1003 Money for Securities Payments to Be Held in Trust. 

If the Company shall at any time act as Paying Agent with respect to any series of Securities, it will, on or before each due date for the
principal of or premium, if any, or interest on any of the Securities of such series, segregate and hold in trust for the benefit of the Holders of such Securities a sum sufficient to pay the principal and premium, if any, and interest so becoming
due until such sums shall be paid to such Holders or otherwise disposed of as herein provided and will promptly notify the Trustee in writing of its action or failure so to act. 

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, no later than 11:00 a.m. (New York City time)
on each due date for the principal of or premium, if any, or interest on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the Holders of such Securities entitled to the
same, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
 The
Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this
Section 1003, that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee in writing of any
default by the Company in making any such payment. Upon any Event of Default under Sections 5.01(5), the Trustee shall automatically become the Paying Agent 

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or premium, if any, or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. 

  
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 SECTION 1004 Statement by Officers as to Default. 

The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereof an
Officer’s Certificate of the Company signed by its principal executive officer, principal financial officer or principal accounting officer, stating whether or not, to the best knowledge of such Officer, the Company is in default in the
performance and observance of any of the terms, provisions and conditions of this Indenture applicable to it (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all
such defaults, the nature and status thereof and the action(s) the Company intends to take to cure such defaults of which such Officer may have knowledge. 

The Company shall deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the
occurrence of any Default or Event of Default an Officer’s Certificate setting forth the details of such Default or Event of Default, its status and the actions which the Company is taking or proposes to take with respect thereto. 

SECTION 1005 Waiver of Certain Covenants. 

Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Company or the Guarantors, as the case may
be, may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(18), Section 901(1) or Section 901(12)
for the benefit of the Holders of such series or in Article VIII, if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company or the Guarantors, as the case may be, and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

ARTICLE 11 
 REDEMPTION OF
SECURITIES 
 SECTION 1101 Applicability of Article. 

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article XI. 
 SECTION 1102
Election to Redeem; Notice to Trustee. 
 The election of the Company to redeem any Securities shall be evidenced by a Company
Resolution or an Officer’s Certificate of the Company or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of the Securities of any series (including
any such redemption affecting only a single Security), the Company shall, at least 15 days prior to the date any notice of a redemption is to be given to the Holders pursuant to Section 1104 (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate of the Company evidencing compliance with such
restriction. 

  
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 SECTION 1103 Selection by Trustee of Securities to Be Redeemed. 

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate, including by lot or pro rata in accordance with its standard procedures (subject to the then current rules and procedures of the applicable Depositary),
and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series; provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding
sentence. 
 If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to
the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of securities to be redeemed shall
be treated by the Trustee as Outstanding for the purpose of such selection. 
 The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. 

The provisions of the three preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. 
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 

SECTION 1104 Notice of Redemption. 

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date (or within such period as otherwise specified as contemplated by Section 301 for Securities of a series), to each Holder of Securities to be redeemed, at such Holder’s address appearing in the Security Register. 

All notices of redemption shall identify the Securities to be redeemed and shall state: 

(1) the Redemption Date; 

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

  
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 (3) if less than all the Outstanding Securities of any series consisting of
more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the respective principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding
Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed; 

(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date; 
 (5) the place or places where each such
Security is to be surrendered for payment of the Redemption Price; 
 (6) for any Securities that by their terms may be
converted, the terms of conversion, the date on which the right to convert the Security to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion; 

(7) that the redemption is for a sinking fund, if such is the case; and 

(8) if applicable, the CUSIP, ISIN or any similar numbers of the Securities of such series; provided, however,
that no representation will be made as to the correctness or accuracy of the CUSIP, ISIN or any similar number, if any, listed in such notice or printed on the Securities. 

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request (which may be rescinded or revoked at any time prior to the time at which the Trustee shall have given such notice to the Holders), by the Trustee in the name and at the expense of the Company. The notice, if mailed or delivered in the
manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Securities. 

SECTION 1105 Deposit of Redemption Price. 

No later than 11:00 a.m. (New York City time) on any Redemption Date, the Company shall deposit or cause to be deposited with the Trustee or
with a Paying Agent (or, if any of the Credit Parties is acting as Paying Agent, such Credit Party will segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest on, all the Securities which are to be redeemed on that date, other than Securities or portions of Securities called for redemption
which are owned by any of the Credit Parties and have been delivered by such Credit Party to the Trustee for cancellation. All money, if any, earned on funds held by the Paying Agent shall be remitted to the Company. In addition, the Paying Agent
shall promptly return to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued interest, if any, on, all Securities to be redeemed. 

If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 or in the terms of such Security) be paid to
the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. 

  
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 SECTION 1106 Securities Payable on Redemption Date. 

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together, if applicable, with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified
as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the provisions of Section 307; provided further that, unless otherwise specified as contemplated by Section 301, if the Redemption Date is after a Regular Record
Date and on or prior to the Interest Payment Date, the accrued and unpaid interest shall be payable to the Holder of the redeemed Securities registered on the relevant Regular Record Date. 

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 SECTION 1107 Securities
Redeemed in Part. 
 Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the
Company shall execute, and, if applicable, the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as
requested by such Holder, in principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 

ARTICLE 12 
 SINKING FUNDS

 SECTION 1201 Applicability of Article. 

The provisions of this Article XII shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 301 for such Securities. 
 The minimum amount of any sinking fund payment provided for by the
terms of any series of Securities is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking
fund payment.” If provided for by the terms of any series of Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of the series as provided for by the terms of such Securities. 
 SECTION 1202 Satisfaction of Sinking Fund Payments with
Securities. 
 The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and
(2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made 

  
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pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. 
 SECTION 1203 Redemption of Securities for Sinking Fund. 

Not less than 60 days (or such shorter period as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officer’s Certificate of the Company specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered.
Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and
1107. 
 ARTICLE 13 

DEFEASANCE AND COVENANT DEFEASANCE 

SECTION 1301 Company’s Option to Effect Defeasance or Covenant Defeasance. 

Unless otherwise provided as contemplated by Section 301, Sections 1302 and 1303 shall apply to all Securities and each series of
Securities, denominated in U.S. dollars and bearing interest at a fixed rate, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article XIII; and the
Company may elect, at its option at any time, to have Sections 1302 and 1303 applied to any Securities or any series of Securities, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance
with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article XIII. Any such election shall be evidenced by a Company Resolution, Officer’s Certificate of the
Company, one or more indentures supplemental hereto or in another manner specified as contemplated by Section 301 for such Securities. 

SECTION 1302 Defeasance and Discharge. 

Upon the Company’s exercise of its option, if any, to have this Section 1302 applied to any Securities or any series of Securities,
or if this Section 1302 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to such Securities and related
Guarantees as provided in this Section 1302 on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company
and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as
such Securities and Guarantees are concerned (and the Trustee, at the expense of the Company or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section 1305, payments in respect of the
principal of and premium, if any, and 

  
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interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities and the Guarantors’ obligations with respect to such Guarantees
under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and the obligations of each of the Guarantors and the Company in connection therewith and (4) this Article XIII.
Subject to compliance with this Article XIII, the Company or the Guarantors may exercise their option, if any, to have this Section 1302 applied to the Securities of any series and the related Guarantees notwithstanding the prior exercise of
its option, if any, to have Section 1303 applied to such Securities and Guarantees. 
 SECTION 1303 Covenant Defeasance.

 Upon the Company’s exercise of its option, if any, to have this Section 1303 applied to any Securities or any series of
Securities, or if this Section 1303 shall otherwise apply to any Securities or any series of Securities, (1) the Company and the Guarantors shall be released from their respective obligations under Section 801 and any covenants
provided which were made a part of the terms of the Securities of such series in accordance with Section 301(18), Section 901(1) or Section 901(12) for the benefit of the Holders of such Securities and (2) the occurrence of any
event specified in Section 501(4) and Section 501(8) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities and Guarantees as provided in this Section 1303 on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities and Guarantees, each of the Company and the
Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities and Guarantees shall be unaffected thereby. 

SECTION 1304 Conditions to Defeasance or Covenant Defeasance. 

The following shall be the conditions to the application of Section 1302 or 1303 to any Securities or any series of Securities: 

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies
the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article XIII applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms
will provide money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to
pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and premium, if any, and interest on such Securities on the respective Stated Maturities, in accordance with
the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith
and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with 

  
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respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 

(2) In the event of an election to have Section 1302 apply to any Securities or any series of Securities, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a
change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders and beneficial owners of such Securities will not recognize income, gain or loss for
U.S. federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit, Defeasance and discharge were not to occur. 
 (3) In the event of an election to have
Section 1303 apply to any Securities or any series of Securities, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders and beneficial owners of such Securities will not recognize income, gain or
loss for U.S. federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit and Covenant Defeasance were not to occur. 
 (4) No Default or Event of Default with
respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating
to other Indebtedness and, in each case, the granting of Liens in connection therewith). 
 (5) Such Defeasance or Covenant
Defeasance shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which it is bound. 

(6) The Company shall have delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel,
each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with (in each case, subject to the satisfaction of the condition in clause (5)). 

Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article XI. 
 SECTION 1305 Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions. 
 Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 1305 and Section 1306, the Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 1304 in respect of any Securities shall be held in trust and 

  
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applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and premium, if any, and interest, but money so held in trust need not be segregated from other funds
except to the extent required by law. 
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities; provided that the Trustee shall be entitled to charge any such tax, fee or other charge to such Holder’s account. 

Anything in this Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities. 
 SECTION 1306 Reinstatement. 

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article XIII with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities and Guarantees from which the Company and the Guarantors
have been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article XIII with respect to such Securities and Guarantees, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities and Guarantees in accordance with this Article XIII; provided, however, that (a) if the Company or the
Guarantors makes any payment of principal of or premium, if any, or interest on any such Security following such reinstatement of its obligations, the Company or the Guarantors, as the case may be, shall be subrogated to the rights, if any, of the
Holders of such Securities to receive such payment from the money so held in trust and (b) unless otherwise required by any legal proceeding or any order or judgment of any court or governmental authority, the Trustee or Paying Agent shall
return all such money and U.S. Government Obligations to the Company or the Guarantors, as the case may be, promptly after receiving a written request therefor at any time, if such reinstatement of the obligations of the Company or the Guarantors,
as the case may be, has occurred and continues to be in effect. 
 ARTICLE 14 

GUARANTEE OF SECURITIES 

SECTION 1401 Guarantee. 

Each Guarantor hereby jointly and severally and fully and unconditionally guarantees to each Holder of a Security authenticated and delivered
by the Trustee hereunder, and to the Trustee on behalf of each such Holder, the due and punctual payment in full of the principal of and premium, if any, and interest on such Security when and as the same shall become due and payable, whether at the
Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on such Security and all other amounts due and payable under this
Indenture (collectively, the “Obligations”), in accordance with the terms of such Security and this Indenture. If the Company shall fail to pay when due any Obligations, for whatever reason, each Guarantor shall be jointly and
severally obligated to pay in cash the same promptly. An Event of Default under this Indenture or the Security of any series shall entitle the Holders of such Securities to accelerate the Obligations of the Guarantors hereunder in the same manner
and to the same extent as the Obligations of the Company. 

  
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 SECTION 1402 Additional Guarantors. 

The Company and each Guarantor shall cause each New Blue Owl Entity to become a Guarantor pursuant to this Indenture and provide a Guarantee in
respect of the Securities. 
 SECTION 1403 Waiver. 

To the fullest extent permitted by applicable law, each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any
requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that no Guarantee will be discharged in respect of any Security except by complete performance
of the Obligations contained in such Security and in this Article. 
 SECTION 1404 Guarantee of Payment. 

Each Guarantee shall constitute a guarantee of payment when due and not a guarantee of collection. The Guarantors hereby agree that, in the
event of a default in payment of principal of or premium, if any, or interest on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on
behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantors to enforce the Guarantee without first proceeding against the Company. 

SECTION 1405 No Discharge or Diminishment of Guarantee. 

Subject to Section 1410, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any
reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be
subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this
Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release
of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any
Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the
Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity
of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture. 

  
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 SECTION 1406 Defenses of Company Waived. 

To the extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of the Company or
any other Guarantor or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company, other than final payment in full in cash of the Obligations. Each of the Guarantors
waives any defense arising out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each of the Guarantors against the Company or any security. 

SECTION 1407 Continued Effectiveness. 

Subject to Section 1410, each of the Guarantors further agrees that its Guarantee with respect to any Security hereunder shall remain in
full force and effect and continue to be irrevocable notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or
trustee being appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any Obligation is rescinded or must otherwise be restored or returned by the Trustee or any Holder of any Security, whether as a “voidable preference,” “fraudulent transfer” upon bankruptcy or
reorganization of the Company or otherwise, all as though such payment or performance had not been made, until the date upon which the entire Obligation, if any, and interest on such Security has been, or has been deemed pursuant to the provisions
of this Indenture to have been paid in full. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on any Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid
only by such amount paid and not so rescinded, reduced, restored or returned. 
 SECTION 1408 Subrogation. 

In furtherance of the foregoing and not in limitation of any other right of each of the Guarantors by virtue hereof, upon the failure of the
Company to pay any Obligation when and as the same shall become due, each of the Guarantors hereby promises to and will, upon receipt of written demand by the Trustee or any Holder of the Securities of any series, forthwith pay, or cause to be paid,
to the Holders in cash the amount of such unpaid Obligations, and thereupon the Holders shall, assign (except to the extent that such assignment would render a Guarantor a “creditor” of the Company within the meaning of Section 547 of
Title 11 of the United States Code as now in effect or hereafter amended or any comparable provision of any successor statute) the amount of the Obligations owed to it and paid by such Guarantor pursuant to this Guarantee to such Guarantor, such
assignment to be pro rata to the extent the Obligations in question were discharged by such Guarantor, or make such other disposition thereof as such Guarantor shall direct (all without recourse to the Holders, and without any representation or
warranty by the Holders). If (a) a Guarantor shall make payment to the Holders of all or any part of the Obligations and (b) all the Obligations and all other amounts payable under this Indenture shall be paid in full, the Trustee will, at
such Guarantor’s request, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the
Obligations resulting from such payment by such Guarantor. 
 SECTION 1409 Subordination. 

Upon payment by any Guarantor of any sums to the Holders, as provided above, all rights of such Guarantor against the Company, arising as a
result thereof by way of right of subrogation or otherwise, shall in all respects be subordinated and junior in right of payment to the prior payment in full in cash of all the Obligations to the Trustee; provided, however, that any
right of subrogation that such Guarantor may have pursuant to this Indenture is subject to Section 1408. 

  
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 SECTION 1410 Release of Guarantor and Termination of Guarantee. 

A Guarantor shall, upon the occurrence of any of the following events, be automatically and unconditionally released and discharged from all
obligations under this Indenture and its Guarantee without any action required on the part of the Trustee or any Holder; provided that such Guarantor would not, immediately after such release and discharge, be required to become a Guarantor
pursuant to Section 1402: 
 (1) at any time such Guarantor (a) is sold, disposed of or otherwise transferred
(whether by merger, consolidation or the sale of all or substantially all of its assets or otherwise) to an entity that is not, and is not required to become, a Guarantor, if such sale, disposition or other transfer is otherwise in compliance with
this Indenture, including Article VIII or (b) is liquidated or dissolved in a manner that complies with this indenture, including Article VIII; or 

(2) the Company effects a Defeasance or Covenant Defeasance in accordance with Article XIII hereof. 

The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request of the Company accompanied by an
Officer’s Certificate certifying as to the compliance with this Section. 
 SECTION 1411 Limitation of
Guarantors’ Liability. 
 Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the
intention of all such parties that the Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal or state law to the extent applicable to any Guarantor. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee
shall be limited to the maximum aggregate amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of, any other Guarantor in
respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or
conveyance. 
 Each Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securities, shall
the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as
subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts
deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced
to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security. 

  
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 SECTION 1412 No Obligation to Take Action Against the Company. 

Neither the Trustee, any Holder nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or take any other
steps under any security for the Obligations or against the Company or any other Person or any Property of the Company or any other Person before the Trustee, such Holder or such other Person is entitled to demand payment and performance by any or
all Guarantors of their liabilities and obligations under their Guarantee. 
 SECTION 1413 Execution and Delivery. 

To evidence its Guarantee set forth in this Article XIV, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such
Guarantor by an Officer of such Guarantor, and in the case of any New Blue Owl Entity that becomes a Guarantor in accordance with this Indenture, such New Blue Owl Entity’s Guarantee shall be evidenced by the execution and delivery on behalf of
such New Blue Owl Entity of a supplemental indenture hereto by an Officer of such New Blue Owl Entity. 
 Each Guarantor hereby agrees that
its Guarantee set forth in this Article XIV shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on any Securities. 

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates any Security, the
Guarantee shall be valid nevertheless. 
 The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 
 * * * 

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be
signed in connection with this Indenture shall be deemed to include electronic signatures (including, without limitation, any .pdf file, .jpeg file or any other electronic or image file, or any other “electronic signature” as defined under
E-SIGN or ESRA, including Orbit, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by the Company and reasonably available at no undue burden or expense to the
Trustee), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to
accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to reasonable procedures approved by the Trustee. The exchange of copies of this Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes. 

[Signature Pages Follow] 

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

			
	BLUE OWL FINANCE LLC
		
	By:	 	 /s/ Neena A. Reddy

	Name:	 	Neena A. Reddy
	Title:	 	General Counsel and Secretary
	
	BLUE OWL CAPITAL HOLDINGS LP, as Guarantor
		
	By:	 	 /s/ Neena A. Reddy

	Name:	 	Neena A. Reddy
	Title:	 	General Counsel and Secretary
	
	BLUE OWL CAPITAL CARRY LP, as Guarantor
		
	By:	 	 /s/ Neena A. Reddy

	Name:	 	Neena A. Reddy
	Title:	 	General Counsel and Secretary
	
	OWL ROCK CAPITAL GROUP LLC, as Guarantor
	By: Blue Owl Capital Holdings LP, its Managing Member
		
	By:	 	 /s/ Neena A. Reddy

	Name:	 	Neena A. Reddy
	Title:	 	General Counsel and Secretary


 [Signature Page to Base Indenture] 












 
			
	DYAL CAPITAL HOLDINGS LLC, as Guarantor
	By: Blue Owl Capital Holdings LP, its Sole Member
		
	By:	 	 /s/ Neena A. Reddy

	Name:	 	Neena A. Reddy
	Title:	 	General Counsel and Secretary
	
	OWL ROCK CAPITAL GP HOLDINGS LP, as Guarantor
	By: Blue Owl Capital GP, LLC, its General Partner
		
	By:	 	 /s/ Neena A. Reddy

	Name:	 	Neena A. Reddy
	Title:	 	General Counsel and Secretary
	
	DYAL GP HOLDINGS LLC, as Guarantor
	By: Blue Owl Capital Carry LP, its Sole Member
		
	By:	 	 /s/ Neena A. Reddy

	Name:	 	Neena A. Reddy
	Title:	 	General Counsel and Secretary


 [Signature Page to Base Indenture] 












 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Nedine P. Sutton

	Name:	 	Nedine P. Sutton
	Title:	 	Vice President


 [Signature Page to Base Indenture] 












 SCHEDULE I 

GUARANTORS 
 Blue Owl Capital Holdings LP

 Blue Owl Capital Carry LP 
 Owl Rock Capital Group LLC 

Dyal Capital Holdings LLC 
 Owl Rock Capital GP Holdings LP 

Dyal GP Holdings LLC