Exhibit 4.1


 




Execution
Copy










 


 


CLEARWAY ENERGY OPERATING LLC


 


and
each of the Guarantors PARTY HERETO


 


3.750% SENIOR NOTES DUE 2031


 





 



 


INDENTURE


 


Dated as of March 9, 2021


 


 






 


 





 



 


Delaware Trust Company


 


Trustee


 


 











 


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


ARTICLE
1
 DEFINITIONS AND INCORPORATION
 BY REFERENCE


 


	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	15
	Section 1.03	[Reserved]	15
	Section 1.04	Rules of Construction	15
	 	 	 
	 	ARTICLE 2

THE ISSUANCE OF NOTES AND ADDITIONAL SECURITIES	 
	 	 	 
	Section 2.01	Form and Dating of Notes; Creation of Additional
Securities	16
	Section 2.02	Execution and Authentication	19
	Section 2.03	Registrar and Paying Agent	19
	Section 2.04	Paying Agent to Hold Money in Trust	19
	Section 2.05	Holder Lists	20
	Section 2.06	Transfer and Exchange	20
	Section 2.07	Issuance of Additional Notes	30
	Section 2.08	Replacement Securities	30
	Section 2.09	Outstanding Securities	30
	Section 2.10	Treasury Securities	31
	Section 2.11	Temporary Securities	31
	Section 2.12	Cancellation	31
	Section 2.13	Defaulted Interest	31
	 	 	 
	 	ARTICLE 3

REDEMPTION AND PREPAYMENT	 
	 	 	 
	Section 3.01	Notices to Trustee	32
	Section 3.02	Selection of Notes to Be Redeemed or Purchased	32
	Section 3.03	Notice of Redemption	33
	Section 3.04	Effect of Notice of Redemption	34
	Section 3.05	Deposit of Redemption or Purchase Price	34
	Section 3.06	Notes Redeemed or Purchased in Part	34
	Section 3.07	Optional Redemption	34
	Section 3.08	Mandatory Redemption	36
	 	 	 
	 	ARTICLE 4

COVENANTS	 
	 	 	 
	Section 4.01	Payment of Notes	36
	Section 4.02	Maintenance of Office or Agency	36
	Section 4.03	Reports	36
	Section 4.04	Compliance Certificate	37
	Section 4.05	Taxes	38
	Section 4.06	Stay, Extension and Usury Laws	38
	Section 4.07	Liens	38
	Section 4.08	Limited Liability Company Existence	40
	Section 4.09	Offer to Repurchase Upon Change of Control Triggering
Event	40
	Section 4.10	Additional Subsidiary Guarantees	42
	Section 4.11	Holding Company Status	42



 






     


     


    

 


		 	Page
	 	 	 
	 	ARTICLE 5

SUCCESSORS	 
	 	 	 
	Section 5.01	Merger, Consolidation or Sale of Assets	43
	Section 5.02	Successor Entity Substituted	44
	 	 	 
	 	ARTICLE 6

DEFAULTS AND REMEDIES	 
	 	 	 
	Section 6.01	Events of Default	45
	Section 6.02	Acceleration	46
	Section 6.03	Other Remedies	47
	Section 6.04	Waiver of Past Defaults	47
	Section 6.05	Control by Majority	47
	Section 6.06	Limitation on Suits	47
	Section 6.07	Rights of Holders of Notes to Receive Payment	48
	Section 6.08	Collection Suit by Trustee	48
	Section 6.09	Trustee May File Proofs of Claim	48
	Section 6.10	Priorities	48
	Section 6.11	Undertaking for Costs	49
	 	 	 
	 	ARTICLE 7

TRUSTEE	 
	 	 	 
	Section 7.01	Duties of Trustee	49
	Section 7.02	Rights of Trustee	50
	Section 7.03	Individual Rights of Trustee	51
	Section 7.04	Trustee’s Disclaimer	51
	Section 7.05	Notice of Defaults	52
	Section 7.06	[Reserved]	52
	Section 7.07	Compensation and Indemnity	52
	Section 7.08	Replacement of Trustee	53
	Section 7.09	Successor Trustee by Merger, etc	54
	Section 7.10	Eligibility; Disqualification	54
	Section 7.11	[Reserved]	54
	 	 	 
	 	ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 
	 	 	 
	Section 8.01	Option to Effect Legal Defeasance or Covenant
Defeasance	54
	Section 8.02	Legal Defeasance and Discharge	54
	Section 8.03	Covenant Defeasance	55
	Section 8.04	Conditions to Legal or Covenant Defeasance	55
	Section 8.05	Deposited Money and Government Securities to
be Held in Trust; Other Miscellaneous Provisions	56
	Section 8.06	Repayment to Company	57
	Section 8.07	Reinstatement	57
	 	 	 
	 	ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER	 
	 	 	 
	Section 9.01	Without Consent of Holders of Notes	57
	Section 9.02	With Consent of Holders of Notes	58
	Section 9.03	[Reserved]	60
	Section 9.04	Revocation and Effect of Consents	60
	Section 9.05	Notation on or Exchange of Securities	60
	Section 9.06	Trustee to Sign Amendments, etc.	60



 






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	 	 	Page
	 	 	 
	 	ARTICLE 10

GUARANTEES	 
	Section 10.01.	Guarantee	60
	Section 10.02.	Limitation on Guarantor Liability	61
	Section 10.03.	Execution and Delivery of Guarantee	62
	Section 10.04.	Guarantors May Consolidate, etc., on Certain Terms	62
	Section 10.05.	Releases	62
	 	 	 
	 	ARTICLE 11

satisfaction and discharge	 
	 	 	 
	Section 11.01	Satisfaction and Discharge	64
	Section 11.02	Application of Trust Money	65
	 	 	 
	 	ARTICLE 12

MISCELLANEOUS	 
	 	 	 
	Section 12.01	[Reserved]	65
	Section 12.02	Notices.	65
	Section 12.03	[Reserved]	66
	Section 12.04	Certificate and Opinion as to Conditions Precedent	66
	Section 12.05	Statements Required in Certificate or Opinion	66
	Section 12.06	Rules by Trustee and Agents	67
	Section 12.07	No Personal Liability of Directors, Officers,
Employees and Stockholders	67
	Section 12.08	Governing Law	67
	Section 12.09	No Adverse Interpretation of Other Agreements	67
	Section 12.10	Successors	67
	Section 12.11	Severability	67
	Section 12.12	Counterpart Originals	68
	Section 12.13	Table of Contents, Headings, etc.	68
	Section 12.14	Compliance with Applicable Anti-Terrorism and
Anti-Money Laundering Regulations	68
	Section 12.15	Electronic Signatures	68



 


	EXHIBITS
	 	 
	Exhibit A	FORM OF NOTE
	Exhibit B	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	Exhibit E	FORM OF SUPPLEMENTAL INDENTURE




 






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INDENTURE dated as of March 9, 2021
among Clearway Energy Operating LLC, a Delaware limited liability company, the Guarantors (as defined herein) and Delaware Trust
Company, as trustee (the “Trustee”).


 


The Company, the Guarantors
and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined
herein) of the 3.750% Senior Notes due 2031 (the “Notes”) and any other Additional Securities issued pursuant
to this Indenture after the date hereof:


 


ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section 1.01          Definitions.


 


For purposes of the
Notes, the following terms will have the meanings set forth in this Section 1.01. For purposes of any Additional Securities
issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the defined terms
to be used therein, which may include some, all or none of the terms contained in this Section 1.01.


 


“144A Global
Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.


 


“144A Global
Security” means a Global Security, in the form specified in the applicable Supplemental Indenture pursuant to which such
Series of Securities is created, bearing the Global Legend and the Private Placement Legend and deposited with or on behalf
of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Securities sold in reliance on Rule 144A.


 


“Additional
Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance
with Section 2.02 hereof, as part of the same series as the Initial Notes.


 


“Additional
Securities” means any debentures, notes and other debt instruments of the Company of any Series, other than the Notes,
authenticated and delivered under this Indenture.


 


“Adjusted
LTM CAFD” means, as of any date of determination (for purposes of this definition, the “Calculation Date”),
the net income of the Company and its Subsidiaries during the most recent four-quarter period for which financial statements are
publicly available as of the Calculation Date, calculated on a consolidated basis in accordance with GAAP, adjusted (without duplication)
as follows:


 


(1)            plus
interest expense, to the extent deducted in calculating net income during such four-quarter period;


 


(2)            plus
income tax expense, net of income tax benefit, to the extent deducted in calculating net income during such four-quarter period;


 


(3)            plus
depreciation and amortization, to the extent deducted in calculating net income during such four-quarter period;


 






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(4)            minus
equity in earnings of unconsolidated affiliates to the extent included in net income during such four-quarter period;


 


(5)            plus
cash distributions and return of investments from unconsolidated affiliates, to the extent not included in net income during such
four-quarter period;


 


(6)            plus
cash distributions from noncontrolling interests, to the extent not included in net income during such four-quarter period;


 


(7)            minus
cash distributions to noncontrolling interests, to the extent not deducted in calculating net income during such four-quarter period;


 


(8)            minus
cash interest payments made by Subsidiaries of the Company that were added back to net income pursuant to clause (1) above;


 


(9)            minus
cash income tax payments made by the Company and its Subsidiaries that were added back to net income pursuant to clause (2) above;


 


(10)          minus
principal payments and repayments of Indebtedness made by the Company’s Subsidiaries, to the extent not deducted in calculating
net income during such four-quarter period;


 


(11)          plus
any decrease or minus any increase in amounts attributable to contract amortization and any recurring changes in other assets,
including changes in prepaid and accrued capacity payments;


 


(12)          minus
maintenance capital expenditures, to the extent not deducted in calculating net income during such four-quarter period;


 


(13)          plus
any non-cash equity compensation expenses, to the extent deducted in calculating net income during such four-quarter period;


 


(14)          plus
any expenses or charges related to any equity offering, investment, acquisition, disposition, recapitalization or incurrence of
Indebtedness permitted to be incurred by this Indenture including a refinancing thereof (whether or not successful), including
such fees, expenses or charges related to the offering of the Notes and the Credit Agreement, to the extent deducted in calculating
net income during such four-quarter period;


 


(15)          plus
any professional and underwriting fees related to any equity offering, investment, acquisition, recapitalization or Indebtedness
permitted to be incurred under this Indenture, to the extent deducted in calculating net income during such four-quarter period;


 


(16)          plus
non-cash mark-to-market losses on economic hedges, to the extent deducted in calculating net income during such four-quarter period;


 


(17)          minus
non-cash mark-to-market gains on economic hedges, to the extent included in net income during such four-quarter period;


 


(18)          plus
development expenses, to the extent deducted in calculating net income during such four-quarter period;


 






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(19)          plus
adjustments to reflect Adjusted LTM CAFD generated by unconsolidated investments that were unable to distribute project dividends
during such four-quarter period due to the bankruptcy of Pacific Gas and Electric Company; and


 


(20)          plus
adjustments made to reflect payments in respect of the Walnut Creek investment, to the extent deducted in calculating net income
during such four-quarter period.


 


For purposes of making
the computation referred to above:


 


(1)            investments
and acquisitions that have been made by the Company or any of its Subsidiaries, including through mergers or consolidations, or
any Person or any of its Subsidiaries acquired by the Company or any of its Subsidiaries, and including any related financing transactions
and including increases in ownership of Subsidiaries, during the four-quarter reference period or subsequent to such reference
period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the
Securities Act, but including all Pro Forma Cost Savings) as if they had occurred on the first day of the four-quarter reference
period;


 


(2)            the
Adjusted LTM CAFD attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses
(and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;


 


(3)            any
Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during such four-quarter
period; and


 


(4)            any
Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during such four-quarter
period.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial
ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms
 “controlling,” “controlled by” and “under common control with” have correlative meanings.


 


“Agent”
means any Registrar, co-registrar, Paying Agent or additional paying agent.


 


“Applicable
Laws” means, as to any Person, any law, rule, regulation, ordinance or treaty, or any determination, ruling or other
directive by or from a court, arbitrator, governmental authority, independent system operator or any other entity succeeding thereto,
in each case applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property
or assets is subject.


 






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“Applicable
Premium” means, with respect to any Note on any redemption date, the greater of:


 


(1)            1.0%
of the principal amount of such Note; or


 


(2)            the
excess (if any) of:


 


(a)            the
present value at such redemption date of (i) the redemption price of such Note at February 15, 2026 (such redemption
price being set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments
due on the Note through February 15, 2026 (excluding accrued but unpaid interest to the redemption date), computed using
a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over


 


(b)           the
then outstanding principal amount of the Note.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.


 


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms
 “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.


 


“Board of
Directors” means:


 


(1)            with
respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of
such board;


 


(2)            with
respect to a partnership, the Board of Directors of the general partner of the partnership;


 


(3)            with
respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof;
and


 


(4)            with
respect to any other Person, the board or committee of such Person serving a similar function.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company
to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and
effect on the date of the certificate and delivered to the Trustee.


 


“Business
Day” means any day other than a Legal Holiday.


 


“Capital Lease
Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease
that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such
lease may be prepaid by the lessee without payment of a penalty.


 


“Capital Stock”
means:


 


(1)            in
the case of a corporation, corporate stock;


 


(2)           in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 






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(3)            in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and


 


(4)            any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether
or not such debt securities include any right of participation with Capital Stock.


 


“Change of
Control” means the occurrence of any of the following:


 


(1)            the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken
as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act, but excluding any
employee benefit plan of the Company or any of its Subsidiaries, and any person or entity acting in its capacity as trustee, agent
or other fiduciary or administrator of such plan);


 


(2)            the
adoption of a plan relating to the liquidation or dissolution of Clearway Energy, Inc., the Parent Guarantor or the Company;


 


(3)            the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”
(as defined above), other than (i) the Sponsor or (ii) a corporation owned directly or indirectly by the stockholders
of Clearway Energy, Inc. in substantially the same proportion as their ownership of stock of Clearway Energy, Inc. prior
to such transaction, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Clearway Energy, Inc.,
measured by voting power rather than number of shares; or


 


(4)            the
first day on which either (i) Clearway Energy, Inc. ceases to be the sole managing member of the Parent Guarantor or
(ii) the Company ceases to be a Wholly Owned Subsidiary of the Parent Guarantor.


 


“Change of
Control Triggering Event” means (1) a Change of Control has occurred and (2) the Notes are downgraded by both
S&P and Moody’s on any date within the 60-day period after the earlier of (a) the occurrence of a Change of Control
and (b) public disclosure by the Company of the occurrence of a Change of Control or the Company’s intention to effect
a Change of Control; provided, however, that a particular reduction in rating will not be deemed to have occurred
in respect of a particular Change of Control (and thus will not constitute a Change of Control Triggering Event) if the rating
agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform
the Trustee in writing at the Company’s or the Trustee’s request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether
or not the applicable Change of Control has occurred at the time of such reduction in rating); provided further that no
Change of Control Triggering Event shall occur if following such downgrade, (x) the Notes are rated Investment Grade by both
S&P and Moody’s or (y) the ratings of the Notes by both S&P and Moody’s are equal to or better than their
respective ratings on the Issue Date.


 


“Clearstream”
means Clearstream Banking, S.A.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Company”
means Clearway Energy Operating LLC, and any and all successors thereto.


 






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“continuing”
means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.


 


“Corporate
Trust Office of the Trustee” means the address of the Trustee specified in Section 12.02 hereof or such other address
as to which the Trustee may give notice to the Company.


 


“Credit Agreement”
means the Amended and Restated Credit Agreement, dated April 25, 2014, among the Company, the Parent Guarantor, each other
guarantor from time to time party thereto, each lender from time to time party thereto, JPMorgan Chase Bank, N.A., as the administrative
agent, and JPMorgan Chase Bank, N.A., Royal Bank of Canada, Bank of America, N.A. and Barclays Bank PLC, as letter of credit issuers,
as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time.


 


“Credit Facilities”
means (i) one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities,
in each case with banks or other institutional lenders or other counterparties providing for revolving credit loans, term loans,
credit-linked deposits (or similar deposits), receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, (ii) debt
securities sold to institutional investors and/or (iii) Hedging Obligations with any counterparties, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional
investors) in whole or in part from time to time.


 


“Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06
hereof. Definitive Notes will be substantially in the form of Exhibit A hereto except that such Note shall not bear
the Global Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.


 


“Definitive
Security” means a certificated Security registered in the name of the Holder thereof and issued in accordance with Section 2.06
hereof. Definitive Securities with respect to all other Series of Securities will be in the form specified in the Supplemental
Indenture pursuant to which such Series of Securities is created.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03
hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having
become such pursuant to the applicable provision of this Indenture.


 


“Environmental
CapEx Debt” means Indebtedness of the Company or any of its Subsidiaries incurred for the purpose of financing capital
expenditures to the extent deemed reasonably necessary, as determined by the Company or any of its Subsidiaries, as applicable,
in good faith and pursuant to prudent judgment, to comply with applicable Environmental Laws.


 






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“Environmental
Laws” means all former, current and future federal, state, local and foreign laws (including common law), treaties,
regulations, rules, ordinances and codes, and legally binding decrees, judgments, directives and orders (including consent orders),
in each case, relating to protection of the environment, natural resources, occupational health and safety or the presence, release
of, or exposure to, hazardous materials, substances or wastes, or the generation, manufacture, processing, distribution, use,
treatment, storage, disposal, transport, recycling or handling of, or the arrangement for such activities with respect to, hazardous
materials, substances or wastes.


 


“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


 


“Equity Offerings”
means any public or private sale after the Issue Date of Capital Stock of the Parent Guarantor or Clearway Energy, Inc., the
proceeds of which have been contributed to the Company as common equity, other than:


 


(1)            public
offerings with respect to Clearway Energy, Inc.’s common stock registered on Form S-4 or Form S-8; and


 


(2)            issuances
to any Subsidiary of Clearway Energy, Inc.


 


“Euroclear”
means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Exchange
Agreement” means the Amended and Restated Exchange Agreement, dated as of May 14, 2015 by and among NRG Energy, Inc.,
Clearway Energy, Inc. and the Parent Guarantor and each of the other parties thereto from time to time, as amended, supplemented
or otherwise modified from time to time, including by that certain Assignment and Assumption Agreement, dated as of August 31,
2018.


 


“Existing
Liens” means Liens on the property or assets of the Company and/or any of its Subsidiaries existing on the date of this
Indenture securing Indebtedness of the Company or any of its Subsidiaries (other than Liens incurred pursuant to clause (1) of
Section 4.07 hereof).


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect from time to time; provided that any lease that would not be considered
a capital lease pursuant to GAAP prior to the effectiveness of Accounting Standards Codification 842 (whether or not such lease
was in effect on such date) shall be treated as an operating lease for all purposes under this Indenture and shall not be deemed
to constitute a capitalized lease or Indebtedness hereunder.


 


“Global Legend”
means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Securities issued
under this Indenture.


 


“Global Notes”
means, individually and collectively, each Restricted Global Note and each Unrestricted Global Note deposited with or on behalf
of and registered in the name of the Depositary or its nominee that bears the Global Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4),
2.06(d)(2) or 2.06(f) hereof.


 


“Global Securities”
means, individually and collectively, each Restricted Global Security and each Unrestricted Global Security deposited with or on
behalf of and registered in the name of the Depositary or its nominee that bears the Global Legend and that has the “Schedule
of Exchanges of Interests in the Global Securities” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof. The Global Security in respect of the Notes will be in the form of Exhibit A
hereto.


 






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“Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency
or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the issuer’s option.


 


“Guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or
by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise); provided that standard contractual indemnities which do not relate to Indebtedness shall not be
considered a Guarantee.


 


“Guarantors”
means each of:


 


		(1)	the Parent Guarantor; and



 


		(2)	the Subsidiary Guarantors, until such time as they are released pursuant to Section 10.05.



 


“Hedging Obligations”
means, with respect to any specified Person, the obligations of such Person under:


 


(1)         currency
exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency
exchange, interest rate or commodity collar agreements; and


 


(2)         (i) agreements
or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates, commodity prices or
commodity transportation or transmission pricing or availability; (ii) any netting arrangements, power purchase and sale agreements,
fuel purchase and sale agreements, swaps, options and other agreements, in each case, that fluctuate in value with fluctuations
in energy, power or gas prices; and (iii) agreements or arrangements for commercial or trading activities with respect to
the purchase, transmission, distribution, sale, lease or hedge of any energy related commodity or service.


 


“Holder”
means a Person in whose name a Security is registered.


 


“IAI Global
Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of the Notes resold to Institutional Accredited Investors.


 


“IAI Global
Security” means a Global Security, in the form specified in the applicable Supplemental Indenture pursuant to which such
Series of Securities is created, bearing the Global Legend and the Private Placement Legend and deposited with or on behalf
of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Securities resold to Institutional Accredited Investors.


 






    8


     


    

 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables,
except as provided in clause (5) below, and surety bonds), whether or not contingent:


 


(1)            in
respect of borrowed money;


 


(2)            evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);


 


(3)            in
respect of banker’s acceptances;


 


(4)            representing
Capital Lease Obligations in respect of sale and leaseback transactions;


 


(5)            representing
the balance of deferred and unpaid purchase price of any property or services with a scheduled due date more than six months after
such property is acquired or such services are completed; or


 


(6)          representing
the net amount owing under any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.


 


In addition, the term
 “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether
or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified
Person of any Indebtedness of any other Person; provided that the amount of such Indebtedness shall be deemed not to exceed
the lesser of the amount secured by such Lien and the value of the Person’s property securing such Lien.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Indirect
Participant” means a Person who holds a beneficial interest in a Global Security through a Participant.


 


“Initial Notes”
means the first $925,000,000 in aggregate principal amount of Notes issued under this Indenture on the date hereof.


 


“Initial Purchasers”
means Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, MUFG Securities Americas Inc., J.P. Morgan Securities
LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc., and RBC Capital
Markets, LLC, and shall include any other entity designated as such in any Supplemental Indenture with respect to any Series of
Securities issued after the date of this Indenture.


 


“Institutional
Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act, who are not also QIBs.


 


“Investment
Grade” in respect of the Notes means a rating of (i) Baa3 or better by Moody’s, (ii) BBB- or better by
S&P, or (iii) the equivalent of such rating by such organization.


 


“Issue Date”
means March 9, 2021.


 






    9


     


    

 


“Legal Holiday”
means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized
by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.


 


“Lien”
means, with respect to any asset:


 


(1)            any
mortgage, deed of trust, deed to secure debt, lien (statutory or otherwise), pledge, hypothecation, encumbrance, restriction, collateral
assignment, charge or security interest in, on or of such asset;


 


(2)            the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing) relating to such asset; and


 


(3)            in
the case of Equity Interests or debt securities, any purchase option, call or similar right of a third party with respect to such
Equity Interests or debt securities.


 


“Material
Indebtedness” means, as of any date, any series of Indebtedness with an aggregate principal amount outstanding in excess
of the greater of (i) 1.5% of Total Assets, as of such date, and (ii) $100.0 million.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor entity.


 


“Necessary
CapEx Debt” means Indebtedness of the Company or any of its Subsidiaries incurred for the purpose of financing capital
expenditures (other than capital expenditures financed by Environmental CapEx Debt) that are required by Applicable Law or are
undertaken for health and safety reasons. The term “Necessary CapEx Debt” does not include any Indebtedness incurred
for the purpose of financing capital expenditures undertaken primarily to increase the efficiency of, expand or re-power any power
generation facility.


 


“Non-U.S.
Person” means a Person who is not a U.S. Person.


 


“Notes”
has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as
a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall
include the Initial Notes and any Additional Notes.


 


“Obligations”
means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the
documentation governing any Indebtedness.


 


“Offering
Memorandum” means the offering memorandum dated March 2, 2021 in connection with the offering of the Notes by the
Company.


 


“Officer”
means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Secretary,
the Controller, Assistant Secretary or any Vice President of such Person.


 






    10


     


    

 


“Officers’
Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be
the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company,
that meets the requirements of Section 12.05 hereof.


 


“Opinion of
Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements
of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the
Trustee.


 


“Original
Issue Discount Legend” means the legend set forth in Section 2.06(g)(3) hereof to be placed on all Securities
issued under this Indenture, if applicable.


 


“Parent Guarantee”
means the Guarantee by the Parent Guarantor of the Company’s obligations under this Indenture and on the Notes, executed
pursuant to the provisions of this Indenture.


 


“Parent Guarantor”
means Clearway Energy LLC and its successors and assigns.


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).


 


“Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.


 


“Principal
Property” means any building, structure or other facility, and all related property, plant or equipment or other long-term
assets used or useful in the ownership, development, construction or operation of such building, structure or other facility owned
or leased by the Company or any Guarantor and having a net book value in excess of 2.0% of Total Assets, except any such building,
structure or other facility (or related property, plant or equipment) that in the reasonable opinion of the Company is not of material
importance to the business conducted by the Company and its consolidated Subsidiaries, taken as a whole.


 


“Private Placement
Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this
Indenture except where otherwise permitted by the provisions of this Indenture.


 


“Pro Forma
Cost Savings” means, without duplication, with respect to any period, reductions in costs and related adjustments that
have been actually realized or are projected by the Company’s Chief Financial Officer in good faith to result from reasonably
identifiable and factually supportable actions or events, but only to the extent such reductions in costs and related adjustments
are so projected by the Company to be realized prior to the end of the consecutive four-quarter period commencing after the transaction
giving rise to such calculation.


 


“Project Debt”
means Indebtedness of one or more Project Subsidiaries incurred for the purpose of holding, leasing, developing, constructing or
acquiring energy generating, transmission or distribution assets, or assets related thereto, or any other power or energy facility
or any assets related thereto; provided that the Company is not liable with respect to such Indebtedness except to the extent
of a non-recourse pledge of equity interests in one or more Project Subsidiaries.


 


“Project
Subsidiary” means any Subsidiary of the Company held for the purpose of holding, leasing, developing, constructing or
acquiring energy generating, transmission or distribution assets, or assets related thereto, or any other power or energy facility
or any assets related thereto, and any Subsidiary of the Company whose assets consist primarily of equity interests in one or
more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any
Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.


 






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“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 


“Refinancing
Liens” means Liens granted in connection with amending, extending, modifying, renewing, replacing, refunding or refinancing
in whole or in part any Indebtedness secured by Liens described in clauses (2) through (13) of Section 4.07
hereof; provided that Refinancing Liens do not (a) extend to property or assets other than property or assets of the
type that were subject to the original Lien or (b) secure Indebtedness having a principal amount in excess of the amount of
Indebtedness being extended, renewed, replaced or refinanced, plus the amount of any fees and expenses (including premiums) related
to any such extension, renewal, replacement or refinancing.


 


“Regulation
S” means Regulation S promulgated under the Securities Act.


 


“Regulation
S-K” means Regulation S-K promulgated under the Securities Act.


 


“Regulation
S-X” means Regulation S-X promulgated under the Securities Act.


 


“Regulation
S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Legend
and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee,
issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation
S.


 


“Regulation
S Global Security” means a Global Security, in the form specified in the applicable Supplemental Indenture pursuant to
which such Series of Securities is created, bearing the Global Legend and the Private Placement Legend and deposited with
or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Securities sold in reliance on Rule 903 of Regulation S.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the Corporate Trust Administration of the Trustee
(or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed
by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity with the particular subject.


 


“Restricted
Definitive Note” means a Definitive Note bearing the Private Placement Legend.


 


“Restricted
Definitive Security” means a Definitive Security bearing the Private Placement Legend.


 


“Restricted
Global Note” means a Global Note bearing the Private Placement Legend.


 


“Restricted
Global Security” means a Global Security bearing the Private Placement Legend.


 


“Restricted
Period” means the 40-day distribution compliance period as defined in Regulation S.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“Rule 144A”
means Rule 144A promulgated under the Securities Act.


 






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“Rule 903”
means Rule 903 promulgated under the Securities Act.


 


“Rule 904”
means Rule 904 promulgated under the Securities Act.


 


“S&P”
means S&P Global Ratings, a division of S&P Global Inc., or any successor entity.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities”
means all debentures, notes and other debt instruments of the Company of any Series authenticated and delivered under this
Indenture, including all Notes and Additional Securities.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Series”
or “Series of Securities” means each series of Securities created pursuant to Section 2.01 hereof
(for the avoidance of doubt, the Notes constitute a Series of Securities).


 


“Significant
Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02
of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.


 


“Sponsor”
means any of (i) Global Infrastructure Management, LLC, (ii) one or more Sponsor Affiliates and (iii) any funds
or partnerships or co-investment vehicles managed or advised or controlled by any of the foregoing.


 


“Sponsor Affiliate”
means any Affiliate of the Sponsor that is not a portfolio company.


 


“Stated Maturity”
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was incurred
in compliance with the terms of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the payment thereof.


 


“Subsidiary”
means, with respect to any specified Person:


 


(1)           any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement
that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association
or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and


 


(2)           any
partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


“Subsidiary
Guarantee” means the Guarantee by each Subsidiary Guarantor of the Company’s obligations under this Indenture and
the Notes, executed pursuant to the provisions of this Indenture.


 






    13


     


    

 


“Subsidiary
Guarantors” means:


 


(1)           each
of the Company’s Wholly Owned Subsidiaries that Guarantee the Notes on the date of this Indenture, until such time as they
are released pursuant to Section 10.05 of this Indenture; and


 


(2)           any
other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of this Indenture, and their respective
successors and assigns.


 


“Supplemental
Indenture” means any supplemental indenture entered into pursuant to Section 2.01 hereof to evidence the issuance
of any Additional Securities after the date of this Indenture.


 


“Tax Equity
Financing” means a tax equity financing entered into solely in connection with the acquisition, expansion, upgrade or
refurbishment (or refinancing of any of the foregoing or of any Indebtedness incurred in connection therewith) of or by a Project
Subsidiary (and/or another Subsidiary that is a direct or indirect parent company of such Project Subsidiary) of energy generating,
transmission or distribution assets, or of any other energy or power facility or any assets related to any of the foregoing that
are eligible for renewable energy production tax credits available under Section 45 of the Code or renewable energy investment
tax credits available under Section 48 of the Code, as applicable, on an arm’s length basis.


 


“Total Assets”
means, as of any date of determination, the total consolidated assets of the Company and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP, as shown on the most recent publicly available balance sheet of the Company as of such date.


 


“Treasury
Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that
has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 15,
2026; provided, however, that if the period from the redemption date to February 15, 2026 is less than one year, the
weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.


 


“Unrestricted
Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.


 


“Unrestricted
Definitive Security” means a Definitive Security that does not bear and is not required to bear the Private Placement
Legend.


 


“Unrestricted
Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.


 


“Unrestricted
Global Security” means a Global Security that does not bear and is not required to bear the Private Placement Legend.


 


“U.S. Person”
means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.


 


“Voting Stock”
of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election
of the Board of Directors of such Person.


 






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“Wholly Owned
Subsidiary” means, with respect to any specified Person, a direct or indirect Subsidiary of such Person, 100% of the
outstanding Capital Stock or other ownership interests of which is at the time owned by such Person or by one or more Wholly Owned
Subsidiaries of such Person.


 


Section 1.02          Other
Definitions.


 


For
purposes of the Notes, the following terms will have the meanings set forth in this Section 1.02. For purposes of any Additional
Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional
Securities will specify the defined terms to be used therein, which may include some, all or none of the terms contained in this
Section 1.02.


 


	 	 	Defined in	 
	Term	 	Section	 
	“Authentication Order”	 	 	2.02	 
	“Change of Control Offer”	 	 	4.09	 
	“Change of Control Payment”	 	 	4.09	 
	“Change of Control Payment Date”	 	 	4.09	 
	“Covenant Defeasance”	 	 	8.03	 
	“DTC”	 	 	2.03	 
	“Event of Default”	 	 	6.01	 
	“Legal Defeasance”	 	 	8.02	 
	“Paying Agent”	 	 	2.03	 
	“Payment Default”	 	 	6.01	 
	“Registrar”	 	 	2.03	 



 


Section 1.03           [Reserved]


 


Section 1.04           Rules of
Construction.


 


Unless the context
otherwise requires:


 


(1)            a
term has the meaning assigned to it;


 


(2)            an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3)            “or”
is not exclusive;


 


(4)            “including”
is not limiting;


 


(5)            words
in the singular include the plural, and in the plural include the singular;


 


(6)            “will”
shall be interpreted to express a command;


 


(7)            provisions
apply to successive events and transactions; and


 


(8)            references
to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or
rules adopted by the SEC from time to time.


 






    15


     


    

 


The terms and provisions
contained in this Indenture will apply to any Additional Securities issued from time to time pursuant to this Indenture, except
as may be otherwise provided in the Supplemental Indenture with respect to such Additional Securities.


 


ARTICLE 2

THE ISSUANCE OF NOTES AND ADDITIONAL SECURITIES


 


Section 2.01           Form and
Dating of Notes; Creation of Additional Securities.


 


(a)            Securities
to be Issued in Series. The aggregate amount of Securities that may be authenticated and delivered under this Indenture is
unlimited. The Securities may be issued in one or more Series. All Additional Securities will have the terms set forth in the Supplemental
Indenture pursuant to which such Series of Additional Securities is created, which Supplemental Indenture will detail the
adoption of the terms of such Series of Additional Securities pursuant to the authority granted under a Board Resolution.
In the case of Securities of a Series to be issued from time to time, the Supplemental Indenture creating such Series will
detail the adoption of the terms thereof pursuant to the authority granted under a Board Resolution and will provide for the method
by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be
determined. Securities may differ between Series in respect of any matters; provided that all Series of Securities shall
be equally and ratably entitled to the benefits of the Indenture.


 


At or prior to the
issuance of any Series of Additional Securities, the following terms shall be established in the Supplemental Indenture in
respect of such Series created pursuant to authority granted under a Board Resolution and executed and delivered by the Company
and the Trustee (and, if applicable, any guarantors of such Additional Securities):


 


(1)           the
title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other
Series);


 


(2)           the
price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be
issued;


 


(3)           any
limit upon 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 this Article 2);


 


(4)           the
date or dates on which the principal of the Securities of the Series is payable;


 


(5)           the
rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including,
but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall
bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest,
if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date;


 


(6)           the
place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities
of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company
in respect of the Securities of such Series and this Indenture may be served, and the method of such payment, if by wire transfer,
mail or other means;


 






    16


     


    

 


(7)           if
applicable, the period or periods within which the price or prices at which and the terms and conditions upon which the Securities
of the Series may be redeemed, in whole or in part, at the option of the Company;


 


(8)           the
obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms
and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(9)           the
dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at
the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;


 


(10)         if
other than denominations of $2,000 and any integral multiples of $1,000 in excess thereof, the denominations in which the Securities
of the Series shall be issuable;


 


(11)         the
forms of the Securities of the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities
will be issuable as Global Securities);


 


(12)         if
other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02;


 


(13)         the
currency of denomination of the Securities of the Series, which may be U.S. dollars or any other currency, and if such currency
of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;


 


(14)         the
designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on the Securities
of the Series will be made;


 


(15)         if
payments of principal of or interest, if any, on the Securities of the Series are to be made in one or more currencies or
currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect
to such payments will be determined;


 


(16)         the
manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined,
if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index;


 


(17)         the
provisions, if any, relating to any security or guarantee provided for the Securities of the Series, and any subordination in right
of payment, if any, of the Securities of the Series;


 


(18)         any
addition to or change in or deletion of any of the covenants set forth in Articles 4 or 5 which applies to Securities of the Series;


 


(19)         any
addition to 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 6.02;


 






    17


     


    

 


(20)         any
addition to or change in or deletion of any of the provisions and terms set forth in Articles 7 and 9 which applies to Securities
of the Series;


 


(21)         any
other terms of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies
to such Series and/or add additional provisions); and


 


(22)         any
depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of
such Series if other than those appointed herein.


 


All Securities of any
one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture,
if so provided by or pursuant to the Supplemental Indenture pursuant to which such Series is created, and the authorized principal
amount of any Series may be increased to provide for issuances of additional Securities of such Series, unless otherwise provided
in such Supplemental Indenture.


 


(b)           The
Notes. The Notes shall be issued in registered global form without interest coupons. The Notes and the Trustee’s certificate
of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Company shall furnish any such notations, legends or endorsements
to the Trustee in writing. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations
of $2,000 and integral multiples of $1,000.


 


The terms and provisions
contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of the Note conflicts with the express provisions of this Indenture, the provisions
of this Indenture shall govern and be controlling.


 


(c)           Global
Securities. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including
the Global Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes
issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Legend
thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). All other Global
Securities will be in the form specified in the Supplemental Indenture pursuant to which such Series of Securities is created.
Each Global Security shall represent such of the outstanding Securities as will be specified therein and each shall provide that
it represents the aggregate principal amount of outstanding Securities from time to time as reflected in the records of the Trustee
and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased,
as appropriate, to reflect exchanges and redemptions. The Trustee’s records shall be noted to reflect the amount of any increase
or decrease in the aggregate principal amount of outstanding Securities represented thereby, in accordance with instructions given
by the Holder thereof as required by Section 2.06 hereof.


 


(d)           Euroclear
and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and
 “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking”
and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S
Global Security that are held by Participants through Euroclear or Clearstream.


 






    18


     


    

 


Section 2.02          Execution
and Authentication.


 


One Officer must sign
the Securities for the Company by manual or facsimile signature.


 


If an Officer whose
signature is on a Security no longer holds that office at the time a Security is authenticated, the Security will nevertheless
be valid.


 


A Security will not
be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Security
has been authenticated under this Indenture.


 


The Trustee shall,
upon receipt of a written order of the Company signed by at least one Officer (an “Authentication Order”), authenticate
Securities for original issue under this Indenture. The aggregate principal amount of Securities outstanding at any time may not
exceed the aggregate principal amount of Securities authorized for issuance by the Company pursuant to one or more Authentication
Orders, except as provided in Section 2.08 hereof.


 


The Trustee may appoint
an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate of the Company.


 


Section 2.03          Registrar
and Paying Agent.


 


The Company will maintain
an office or agency with respect to each Series of Securities issued pursuant to this Indenture, where such securities may
be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where such Securities
may be presented for payment (“Paying Agent”). The Registrar will keep a register of all such Securities and
of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The
term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.
The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing
of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity
as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries or parent entities may act
as Paying Agent or Registrar.


 


The Company initially
appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.


 


The Company initially
appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.


 


Section 2.04          Paying
Agent to Hold Money in Trust.


 


The Company will require
each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders
of the Securities for which it is acting as Paying Agent or the Trustee all money held by the Paying Agent for the payment of principal
of, premium, if any, and interest on, the Notes, and will notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary
acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.


 






    19


     


    

 


Section 2.05          Holder
Lists.


 


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders.
If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven 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 the Holders.


 


Section 2.06          Transfer
and Exchange.


 


(a)           Transfer
and Exchange of Global Securities. A Global Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary
or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Securities shall be exchanged
by the Company for Definitive Securities if:


 


(1)           the
Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that
it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed
by the Company within 120 days after the date of such notice from the Depositary;


 


(2)           the
Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive
Securities and delivers a written notice to such effect to the Trustee; or


 


(3)           there
has occurred and is continuing a Default or Event of Default with respect to the Notes.


 


Upon the occurrence
of any of the preceding events in (1), (2) or (3) above, Definitive Securities shall be issued in such names and in any
approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.08 and 2.11 hereof. Every Security authenticated and delivered in exchange for, or in lieu
of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 or 2.11 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another
Security other than as provided in this Section 2.06(a); however, beneficial interests in a Global Security may be transferred
and exchanged as provided in Section 2.06(b), (c) or (f) hereof.


 


(b)           Transfer
and Exchange of Beneficial Interests in the Global Securities. The transfer and exchange of beneficial interests in the Global
Securities shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.
Transfers of beneficial interests in the Global Securities also will require compliance with either subparagraph (1) or (2) below,
as applicable, as well as one or more of the other following subparagraphs, as applicable:


 






    20


     


    

 


(1)            Transfer
of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global Security may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance
with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration
of the Restricted Period, transfers of beneficial interests in the applicable Regulation S Global Security may not be made to a
U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted
Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted
Global Security. Any person who transfers a beneficial interest in the Regulation S Global Security prior to the expiration of
the applicable Restricted Period with respect to any Series of Additional Securities shall be deemed to have certified that
such transfer was not made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). No
written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).


 


(2)            All
Other Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges
of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest
must deliver to the Registrar either:


 


(A)            both:


 


(i)           a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal
to the beneficial interest to be transferred or exchanged; and


 


(ii)           instructions
given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with
such increase; or


 


(B)            both:


 


(i)           a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred
or exchanged; and


 


(ii)           instructions
given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Security shall
be registered to effect the transfer or exchange referred to in (1) above.


 


(3)            Transfer
of Beneficial Interests to Another Restricted Global Security. A beneficial interest in any Restricted Global Security may
be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security
if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:


 


(A)           if
the transferee will take delivery in the form of a beneficial interest in the 144A Global Security, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;


 


(B)           if
the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Security, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof;
and


 






    21


     


    

 


(C)            if
the transferee will take delivery in the form of a beneficial interest in the IAI Global Security, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required
by item (3) thereof, if applicable.


 


(4)            Transfer
and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in an Unrestricted Global Security.
A beneficial interest in any Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Security if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following:


 


(A)            if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Security, a certificate from such holder in the form of Exhibit C hereto, including
the certifications in item (1)(a) thereof; or


 


(B)            if
the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person
who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case of this
Section 2.06(b)(4), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


If any such
transfer is effected pursuant to this Section 2.06(b)(4) at a time when an Unrestricted Global Security has not yet been
issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to this Section 2.06(b)(4).


 


Beneficial interests
in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of,
a beneficial interest in a Restricted Global Security.


 


(c)            Transfer
or Exchange of Beneficial Interests in Global Securities for Definitive Securities. Transfers or exchanges of beneficial interests
in Global Securities for Definitive Securities shall in each case be subject to the satisfaction of any applicable conditions set
forth in Section 2.06(b)(2) hereof, and to the requirements set forth below in this Section 2.06(c).


 


(1)            Beneficial
Interests in Restricted Global Securities to Restricted Definitive Securities. If any holder of a beneficial interest in a
Restricted Global Security proposes to exchange such beneficial interest for a Restricted Definitive Security or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Security, then, upon receipt
by the Registrar of the following documentation:


 


(A)            if
the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted
Definitive Security, a certificate from such holder in the form of Exhibit C hereto, including the certifications in
item (2)(a) thereof;


 






    22


     


    

 


(B)           if
such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)           if
such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)           if
such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act
in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;


 


(E)           if
such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the
effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable;


 


(F)           if
such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(G)           if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cause the aggregate
principal amount of the applicable Global Security to be reduced accordingly pursuant to Section 2.06(h) hereof, and
the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive
Security in the appropriate principal amount. Any Definitive Security issued in exchange for a beneficial interest in a Restricted
Global Security pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination
or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Securities to the Persons in whose names
such Securities are so registered. Any Definitive Security issued in exchange for a beneficial interest in a Restricted Global
Security pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions
on transfer contained therein.


 


(2)            Beneficial
Interests in Restricted Global Securities to Unrestricted Definitive Securities. A holder of a beneficial interest in a Restricted
Global Security may exchange such beneficial interest for an Unrestricted Definitive Security or may transfer such beneficial interest
to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security only if the Registrar receives the following:


 


(A)            if
the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted
Definitive Security, a certificate from such holder in the form of Exhibit C hereto, including the certifications in
item (1)(b) thereof; or


 






    23


     


    

 


(B)            if
the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person
who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such holder in the form
of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case of this
Section 2.06(c)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


(3)            Beneficial
Interests in Unrestricted Global Securities to Unrestricted Definitive Securities. If any holder of a beneficial interest in
an Unrestricted Global Security proposes to exchange such beneficial interest for a Definitive Security or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive Security, then, upon satisfaction of the conditions
set forth in Section 2.06(b)(2) hereof, the Trustee shall cause the aggregate principal amount of the applicable Unrestricted
Global Security to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee
shall authenticate and deliver to the Person designated in the instructions a Definitive Security in the appropriate principal
amount. Any Definitive Security issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) shall
be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest
requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The
Trustee shall deliver such Definitive Securities to the Persons in whose names such Securities are so registered. Any Definitive
Security issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement
Legend.


 


(d)           Transfer
and Exchange of Definitive Securities for Beneficial Interests.


 


(1)            Restricted
Definitive Securities to Beneficial Interests in Restricted Global Securities. If any Holder of a Restricted Definitive Security
proposes to exchange such Security for a beneficial interest in a Restricted Global Security or to transfer such Restricted Definitive
Securities to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon
receipt by the Registrar of the following documentation:


 


(A)            if
the Holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted
Global Security, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item
(2)(b) thereof;


 


(B)            if
such Restricted Definitive Security is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)            if
such Restricted Definitive Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 






    24


     


    

 


(D)            if
such Restricted Definitive Security is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;


 


(E)             if
such Restricted Definitive Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from
the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a
certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable;


 


(F)             if
such Restricted Definitive Security is being transferred to the Company or any of its Subsidiaries, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(G)             if
such Restricted Definitive Security is being transferred pursuant to an effective registration statement under the Securities Act,
a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee will cancel the Restricted
Definitive Security, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Security, in the case of clause (B) above, the 144A Global Security, in the case of clause
(C) above, the Regulation S Global Security, and in all other cases, the IAI Global Security.


 


(2)            Restricted
Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of a Restricted Definitive Security
may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive
Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if
the Registrar receives the following:


 


(A)             if
the Holder of such Restricted Definitive Securities proposes to exchange such Notes for a beneficial interest in the Unrestricted
Global Security, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item
(1)(c) thereof; or


 


(B)             if
the Holder of such Restricted Definitive Securities proposes to transfer such Securities to a Person who shall take delivery thereof
in the form of a beneficial interest in the Unrestricted Global Security, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth
in this Section 2.06(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.


 


Upon satisfaction
of the conditions of this Section 2.06(d)(2), the Trustee will cancel the Restricted Definitive Securities and increase or
cause to be increased the aggregate principal amount of the Unrestricted Global Security.


 






    25


     


    

 


(3)            Unrestricted
Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of an Unrestricted Definitive Security
may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Definitive Securities
to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Security
and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities.


 


If any such exchange
or transfer from a Definitive Security to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above
at a time when an Unrestricted Global Security has not yet been issued, the Company will issue and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Securities in
an aggregate principal amount equal to the principal amount of Definitive Securities so transferred.


 


(e)           Transfer
and Exchange of Definitive Securities for Definitive Securities. Upon request by a Holder of Definitive Securities and such
Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange
of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to
the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory
to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions
of this Section 2.06(e).


 


(1)            Restricted
Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered
in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the
following:


 


(A)           if
the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof;


 


(B)           if
the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (2) thereof; and


 


(C)           if
the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion
of Counsel required by item (3) thereof, if applicable.


 


(2)            Restricted
Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the Holder
thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of
an Unrestricted Definitive Security if the Registrar receives the following:


 


(A)           if
the Holder of such Restricted Definitive Securities proposes to exchange such Securities for an Unrestricted Definitive Security,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof;
or


 


(B)           if
the Holder of such Restricted Definitive Securities proposes to transfer such Securities to a Person who shall take delivery thereof
in the form of an Unrestricted Definitive Security, a certificate from such Holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;


 






    26


     


    

 






and, in each such case set forth
in this Section 2.06(e)(2), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


(3)           Unrestricted
Definitive Securities to Unrestricted Definitive Securities. A Holder of Unrestricted Definitive Securities may transfer such
Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security. Upon receipt of a request
to register such a transfer, the Registrar shall register the Unrestricted Definitive Securities pursuant to the instructions from
the Holder thereof.


 


(f)            [Reserved]


 


(g)        Legends.
The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture. Additional Securities will bear the legends, if any, provided
for in the Supplemental Indenture pursuant to which such Series of Additional Securities is created.


 


(1)           Private
Placement Legend.


 


(A)            Except
as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor
or substitution thereof) shall bear the legend in substantially the following form:


 


“THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT
WITHIN [IN THE CASE OF RULE 144A NOTES: ONE YEAR OR SUCH SHORTER PERIOD UNDER APPLICABLE LAW] [IN THE CASE OF REGULATION S NOTES:
40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER
WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER
OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER
THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON”
HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”


 






    	 	27	 



     


    

 


(B)            Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2),
(e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not
bear the Private Placement Legend.


 


(2)          Global
Legend. Each Global Security will bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD BY THE
DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED
TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED
TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF CLEARWAY ENERGY OPERATING LLC.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“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 SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.”


 


(3)          Original
Issue Discount Legend. Each Note issued with original issue discount, if any, will bear a legend in substantially the following
form:


 


“FOR THE PURPOSES OF SECTIONS 1272,
1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR
EACH $1,000 IN AGGREGATE PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS $[ ], THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $[
], THE ISSUE DATE IS [ ], 201[ ] AND THE YIELD TO MATURITY IS [ ]% PER ANNUM.”


 






    	 	28	 



     


    

 


(h)         Cancellation
and/or Adjustment of Global Securities. At such time as all beneficial interests in a particular Global Security have been
exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not
in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12
hereof. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities,
the principal amount of Securities represented by such Global Security will be reduced accordingly and a notation will be made
on the records maintained by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if
the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Security, such other Global Security will be increased accordingly and a notation will be made on the
records maintained by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.


  


(i)            General
Provisions Relating to Transfers and Exchanges.


 


(1)           To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Securities
and Definitive Securities upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s
request.


 


(2)           No
service charge shall be made to a holder of a beneficial interest in a Global Security or to a Holder of a Definitive Security
for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax
or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 4.09 and 9.05 hereof).


 


(3)           The
Registrar shall not be required to register the transfer of or exchange of any Security selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part.


 


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


 


(5)           The
Company shall not be required:


 


(A)            to
issue, to register the transfer of or to exchange any Securities during a period beginning at the opening of business 10 days before
the day of any selection of Securities for redemption and ending at the close of business on the day of selection;


 


(B)            to
register the transfer of or to exchange any Security selected for redemption in whole or in part, except the unredeemed portion
of any Security being redeemed in part; or


 


(C)            to
register the transfer of or to exchange a Security between a record date and the next succeeding interest payment date.


 


(6)           Prior
to due presentment for the registration of a transfer of any Security, the Trustee, any Agent and the Company may deem and treat
the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment
of principal of and interest on such Securities and for all other purposes, and none of the Trustee, any Agent or the Company shall
be affected by notice to the contrary.


 






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(7)           The
Trustee shall authenticate Global Securities and Definitive Securities in accordance with the provisions of Section 2.02 hereof.


  


(8)           All
orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by facsimile or electronic format (e.g. “pdf” or
 “tif”).


 


Section 2.07          Issuance
of Additional Notes.


 


The Company shall be
entitled, upon delivery to the Trustee of an Officers’ Certificate, Opinion of Counsel and Authentication Order, to issue
Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the Issue Date, other than
with respect to the date of issuance and issue price. The Initial Notes issued on the Issue Date and any Additional Notes issued
shall be treated as a single class for all purposes under this Indenture; provided that any such Additional Notes that are
not fungible with the Initial Notes for United States federal income tax purposes will be issued with a different CUSIP number
than the CUSIP number issued with respect to the Initial Notes.


 


With respect to any
Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each which shall
be delivered to the Trustee, the following information:


 


(a)           the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and


 


(b)           the
issue price, the issue date and the CUSIP number of such Additional Notes.


 


Section 2.08          Replacement
Securities.


 


If any mutilated Security
is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Security, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement
Security if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied
by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Company may charge for its
expenses in replacing a Security.


 


Every replacement Security
is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately
with all other Securities duly issued hereunder.


 


Section 2.09          Outstanding
Securities.


 


The Securities outstanding
at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.09 as not outstanding. Except as set forth in Section 2.10 hereof, a Security does not cease
to be outstanding because the Company or an Affiliate of the Company holds the Security; however, Securities held by the Company
or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.


 


If a Security is replaced
pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.


 






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If the principal amount
of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.


  


If the Paying Agent
(other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Securities payable on that date, then on and after that date such Securities will be deemed to be no longer outstanding
and will cease to accrue interest.


 


Section 2.10          Treasury
Securities.


 


In determining whether
the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Securities owned by the
Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining
whether the Trustee will be protected in relying on any such direction, waiver or consent, only such Notes that the Trustee has
received written notice from the Company or any Guarantor, as applicable, certifying that the relevant Notes are owned by either
the Company or any Guarantor, as applicable, will be so disregarded.


 


Section 2.11          Temporary
Securities.


 


Until certificates
representing Securities are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Securities. Temporary Securities will be substantially in the form of certificated Securities but may
have variations that the Company considers appropriate for temporary Securities and as may be reasonably acceptable to the Trustee.
Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Securities in exchange for temporary
Securities.


 


Holders of temporary
Notes will be entitled to all of the benefits of this Indenture.


 


Section 2.12          Cancellation.


 


The Company at any
time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. Upon receipt of written direction from the Company, the
Trustee and no one else will cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or
cancellation and will destroy canceled Securities (subject to the record retention requirements of the Exchange Act). Certification
of the destruction of all canceled Securities will be delivered to the Company. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for cancellation.


 


Section 2.13          Defaulted
Interest.


 


If the Company defaults
in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted
interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each
such special record date and payment date. At least 10 days before the special record date, the Company (or, upon the written request
of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed or delivered electronically
to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.


 






    	 	31	 



     


    

 


Default interest will
be payable with respect to Additional Securities on the terms provided in the Supplemental Indenture pursuant to which such Series of
Additional Securities is created.


  


ARTICLE 3

REDEMPTION AND PREPAYMENT


 


For purposes of the
Notes, Article 3 hereof provides the terms upon which redemption and prepayment may occur. For purposes of any Additional
Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the terms
upon which redemption and prepayment may occur, which may include some, all or none of the terms contained in this Article 3
hereof.


 


Section 3.01          Notices
to Trustee.


 


If the Company elects
to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 10 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth:


 


(1)           the
clause of this Indenture pursuant to which the redemption shall occur;


 


(2)           the
redemption date;


 


(3)           the
principal amount of Notes to be redeemed; and


 


(4)        the
redemption price or, where the redemption price cannot be calculated at the time of such notice, the method of calculation thereof.


 


Section 3.02          Selection
of Notes to Be Redeemed or Purchased.


 


If less than all of
the Notes are to be redeemed at any time, the Trustee shall select Notes for redemption on a pro rata basis among all outstanding
Notes or, if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national
securities exchange on which the Notes are listed, in either case, unless otherwise required by law or depositary requirements.


 


In the event of partial
redemption by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less
than 10 nor more than 60 days prior to the redemption by the Trustee from the outstanding Notes not previously called for redemption.


 


The Trustee shall promptly
notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption,
the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples
of $1,000 in excess of $2,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000 shall be redeemed or purchased. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called
for redemption.


 


No Notes of $2,000
or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail or delivered electronically at least
10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except
that redemption notices may be mailed or delivered electronically more than 60 days prior to a redemption date if the notice is
issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture.


 






    	 	32	 



     


    

 


If any Note is to be
redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount of that
Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note shall be issued
in the name of the Holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed
for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption,
so long as the Company has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest
and premium, if any, on, the Notes to be redeemed.


  


Section 3.03          Notice
of Redemption.


 


At least 10 days but
not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail or delivered
electronically, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption
notices may be mailed or delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance
of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof.


 


The notice will identify
the Notes to be redeemed and will state:


 


(1)           the
redemption date;


 


(2)           the
redemption price or, where the redemption price cannot be calculated at the time of such notice, the method of calculation thereof;


 


(3)           if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation
of the original Note;


 


(4)           the
name and address of the Paying Agent;


 


(5)           that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(6)           that,
unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and
after the redemption date;


 


(7)           the
paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;
and


 


(8)           that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes.


 


At the Company’s
request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however,
that the Company has delivered to the Trustee, at least four (4) Business Days prior to the date such notice of redemption
is to be distributed to the Holders (or such shorter period as the Trustee in its sole discretion may allow), an Officers’
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.


 






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Any redemption and
notice thereof may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent. If a
redemption notice is subject to satisfaction of one or more conditions precedent, such notice will state that, at the Company’s
discretion, the redemption date may be delayed until such time as any or all such conditions are satisfied, or such redemption
may not occur and such notice may be rescinded in the event that any or all such conditions have not been satisfied by the redemption
date, or by the redemption date so delayed.


  


Section 3.04          Effect
of Notice of Redemption.


 


Once notice of redemption
is mailed or delivered in accordance with Section 3.03 hereof, Notes called for redemption become, subject to any conditions
precedent set forth in the notice of redemption, irrevocably due and payable on the redemption date at the redemption price.


 


Section 3.05          Deposit
of Redemption or Purchase Price.


 


No later than 10:00
a.m. Eastern time on the redemption or purchase date, the Company shall deposit with the Trustee or with the Paying Agent
money sufficient to pay the redemption or purchase price of, accrued interest and premium, if any, on all Notes to be redeemed
or purchased on that date. Promptly after the Company’s written request, the Trustee or the Paying Agent shall promptly return
to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay
the redemption or purchase price of accrued interest and premium, if any, on, all Notes to be redeemed or purchased.


 


If the Company complies
with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest
record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase
is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.


 


Section 3.06          Notes
Redeemed or Purchased in Part.


 


Upon surrender of a
Note that is redeemed or purchased in part, the Company shall issue and, upon receipt of an Authentication Order, the Trustee shall
authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased
portion of the Note surrendered.


 


Section 3.07          Optional
Redemption.


 


(a)          At
any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal
amount of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 103.750%
of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount
equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record
date to receive interest due on the relevant interest payment date; provided that:


 


(1)           at
least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company,
its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and


 






    	 	34	 



     


    

 


(2)           the
redemption occurs within 180 days of the date of the closing of such equity offering.


  


(b)           At
any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon
not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the
Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable redemption date,
subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.


 


(c)           Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15,
2026.


 


(d)           On
or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less
than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed
during the 12-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the
relevant record date to receive interest on the relevant interest payment date:


 


	Year	 	 	Percentage	 
	2026	 	 	101.875	%
	2027	 	 	101.250	%
	2028	 	 	100.625	%
	2029 and thereafter	 	 	100.000	%




 


(e)           Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.


 


(f)           The
provisions of this Article 3 do not prohibit the Company or its affiliates from acquiring the Notes in market transactions
by means other than a redemption, whether pursuant to a tender offer or otherwise.


 


(g)          Notwithstanding
anything to the contrary in this Article 3, in connection with any tender offer for, or other offer to purchase, the Notes,
if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such
Notes in such tender offer (or other offer to purchase) and the Company, or any third party making such a tender offer (or other
offer to purchase) in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company
will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such
tender offer expiration date (or purchase date pursuant to such other offer), to redeem all Notes that remain outstanding following
such purchase at a redemption price in cash equal to the price paid to each other Holder (excluding any early tender, incentive
or similar fee) in such tender offer (or other offer to purchase), plus, to the extent not included in the tender offer payment
(or payment pursuant to another offer to purchase), accrued and unpaid interest, if any, to the date of redemption. In determining
whether the Holders of at least 90.0% of the aggregate principal of the then outstanding Notes have validly tendered and not withdrawn
such Notes in a tender offer or other offer to purchase, such calculation shall include all Notes owned by an Affiliate of the
Company (notwithstanding any provision of this Indenture to the contrary).


 






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Section 3.08          Mandatory
Redemption.


  


The Company is not
required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


ARTICLE 4

COVENANTS


 


For purposes of the
Notes, Article 4 hereof provides the terms of the various covenants to which the Notes are subject. For purposes of any Additional
Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the terms
of the covenants to which such Additional Securities are subject, which may include some, all or none of the covenants contained
in this Article 4 hereof.


 


Section 4.01          Payment
of Notes.


 


The Company shall pay
or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.


 


Section 4.02          Maintenance
of Office or Agency.


 


The Company will maintain
an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect
of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or
agency or fails 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 may also
from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. 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.


 


The Company hereby
designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03
hereof.


 


Section 4.03          Reports.


 


(a)           Whether
or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish
or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and
regulations:


 


(1)           all
quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required
to file such reports; and


 


(2)            all
current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.


 






    	 	36	 



     


    




 


All such reports shall
be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each
annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s
independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are
filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes.


 


If the Company is no
longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue
filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the
SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not
to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason,
the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within
the time periods that would apply if the Company were required to file those reports with the SEC.


 


(b)           So
long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor
may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred
to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the
obligations of the Company under this Section 4.03.


 


(c)           In
addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required
to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the Holders and to securities
analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


 


Section 4.04           Compliance
Certificate.


 


(a)           The
Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating
that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision
of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge
the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default
in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which payments on account of the principal of, premium, if any, and interest, if any, on
the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes
to take with respect thereto.


 


(b)           So
long as any of the Notes are outstanding, the Company shall deliver to the Trustee, promptly after any Officer becoming aware of
any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.


 






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Section 4.05          Taxes.


 


The Company shall pay,
and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse
in any material respect to the Holders.


  


Section 4.06           Stay,
Extension and Usury Laws.


 


The Company and each
of the Guarantors covenants (to the extent that it may lawfully do so) that they shall not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any
time hereafter in force, that may affect the covenants or the performance of the Indenture; and the Company and each of the Guarantors
(to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that
they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law has been enacted.


 


Section 4.07           Liens.


 


The Company will not,
and will not permit any Subsidiary Guarantor, to create or permit to exist any Lien upon any Principal Property owned by the Company
or any Subsidiary Guarantor or upon any Equity Interests issued by, or Indebtedness of, any direct or indirect Subsidiary of the
Company that directly or indirectly owns Principal Property to secure any Indebtedness of the Company or any Subsidiary Guarantor
without providing for the Notes to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other
Indebtedness similarly entitled to be equally and ratably secured for so long as such Indebtedness is so secured; provided,
however, that this restriction will not apply to, or prevent the creation or existence of:


 


(1)            Liens
securing Indebtedness of the Company or any Subsidiary Guarantor under one or more Credit Facilities in an aggregate principal
amount pursuant to this clause (1), measured as of the date of creation of any such Lien and the date of incurrence of any such
Indebtedness, not exceeding the greatest of (a) 20% of Total Assets, (b) $1.0 billion and (c) 2.5 times Adjusted
LTM CAFD;


 


(2)              Existing
Liens;


 


(3)            Liens
securing Indebtedness of any Person that (a) is acquired by the Company or any of its Subsidiaries after the date hereof,
(b) is merged or amalgamated with or into the Company or any of its Subsidiaries after the date hereof or (c) becomes
consolidated in the financial statements of the Company or any of its Subsidiaries after the date hereof in accordance with GAAP;
provided, however, that in each case contemplated by this clause (3), such Indebtedness was not incurred in contemplation
of such acquisition, merger, amalgamation or consolidation and is only secured by Liens on the Equity Interests and assets of,
the Person (and Subsidiaries of the Person) acquired by, or merged or amalgamated with or into, or consolidated in the financial
statements of, the Company or any of its Subsidiaries;


 


(4)            Liens
securing Indebtedness of the Company or any Subsidiary Guarantor incurred to finance (whether prior to or within 365 days
after) the acquisition, construction or improvement of assets (whether through the direct purchase of assets or through the purchase
of the Equity Interests of any Person owning such assets or through an acquisition of any such Person by merger); provided,
however, that such Indebtedness is only secured by Liens on the Equity Interests and assets acquired, constructed or improved
in such financing (and related contracts, intangibles, and other assets that are incidental thereto or arise therefrom (including
accessions thereto and replacements or proceeds thereof));


 






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(5)           Liens
in favor of the Company or any of its Subsidiaries;


  


(6)           Liens
securing Hedging Obligations; provided that such agreements were not entered into for speculative purposes (as determined
by the Company in its reasonable discretion acting in good faith);


 


(7)           Liens
relating to current or future escrow arrangements securing Indebtedness of the Company or any Guarantor;


 


(8)           Liens
to secure Environmental CapEx Debt or Necessary CapEx Debt that encumber only the assets purchased, installed or otherwise acquired
with the proceeds of such Environmental CapEx Debt or Necessary CapEx Debt;


 


(9)           Liens
encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the
Company or any Guarantor, including rights of offset and set-off;


 


(10)         Refinancing
Liens;


 


(11)         Liens
on the stock or assets of Project Subsidiaries securing Project Debt or Tax Equity Financing of one or more Project Subsidiaries;


 


(12)         Liens
on cash and cash equivalents securing Indebtedness incurred to finance an acquisition of assets or a business or multiple businesses;
provided, that within 180 days from the date the related Indebtedness was Incurred, such cash or cash equivalents are
used to (a) fund the acquisition (or a similar transaction), including any related fees and expenses, and the related Indebtedness
is (1) secured by Liens otherwise permitted under this Section 4.07 or (2) unsecured; or (b) retire or repay
the Indebtedness that it secures and to pay any related fees and expenses; and


 


(13)         other
Liens, in addition to those permitted in clauses (1) through (12) above, securing Indebtedness of the Company or
any Subsidiary Guarantor having an aggregate principal amount, measured as of the date of creation of any such Lien and the date
of incurrence of any such Indebtedness, not to exceed the greater of (i) 2.0% of Total Assets and (ii) $100.0 million.


 


Liens securing Indebtedness
under the Credit Agreement existing on the date of this Indenture will be deemed to have been incurred on such date in reliance
on the exception provided by clause (1) above. For purposes of determining compliance with this Section 4.07, in
the event that a proposed Lien meets the criteria of more than one of the categories of Liens described in clauses (1) through
(13) above, the Company (a) will be permitted (i) to classify such Lien on the date of its incurrence, or later
reclassify all or a portion of such Lien, in any manner that complies with this Section 4.07 and (ii) divide and redivide
the amount of such Lien arising among more than one of such clauses and (b) will only be required to include such Lien in
one of any such clauses.


 


If the Company or any
Subsidiary Guarantor proposes to create or permit to exist any Lien upon any Principal Property owned by the Company or any Subsidiary
Guarantor or upon any Equity Interests or Indebtedness of any direct or indirect Subsidiary of the Company that directly or indirectly
owns Principal Property to secure any Indebtedness, other than as permitted by clauses (1) through (13) of the previous
paragraph, the Company will give prior written notice thereof to the Trustee, who will give notice to the Holders of the Notes,
and the Company will further agree, prior to or simultaneously with the creation of such Lien, effectively to secure all the Notes
equally and ratably with (or prior to) such other Indebtedness, for so long as such other Indebtedness is so secured.


 






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Section 4.08           Limited
Liability Company Existence.


  


Subject to Article 5
hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:


 


(1)            its
limited liability company existence, and the corporate, partnership or other existence, as applicable, of the Parent Guarantor
and each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time
to time) of the Company, the Parent Guarantor or any such Subsidiary; and


 


(2)           the
rights (charter and statutory), licenses and franchises of the Company, the Parent Guarantor and its Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership
or other existence of the Parent Guarantor or any of its Subsidiaries, if (a) the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company, the Parent Guarantor and its Subsidiaries, taken
as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes or (b) if a Subsidiary
is to be dissolved, such Subsidiary has no assets.


 


Section 4.09           Offer
to Repurchase Upon Change of Control Triggering Event.


 


(a)           Upon
the occurrence of a Change of Control Triggering Event, the Company will make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s
Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record
date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within
30 days following any Change of Control Triggering Event, the Company will mail (or deliver electronically) a notice to each Holder
describing the transaction or transactions that constitute the Change of Control and stating:


 


(1)           that
the Change of Control Offer is being made pursuant to this Section 4.09 and that all Notes tendered will be accepted for payment;


 


(2)           the
purchase price and the purchase date, which shall be no earlier than 10 days (or such longer period required by applicable securities
laws and regulations) and no later than 60 days from the date such notice is mailed or delivered (the “Change of Control
Payment Date”);


 


(3)           that
any Note not tendered will continue to accrue interest;


 


(4)           that,
unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest after the Change of Control Payment Date;


 


(5)           that
Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with
the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at
the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment
Date;


 






    	 	40	 



     


    

 


(6)            that
Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the
Notes purchased; and


  


(7)             that
Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000
in excess of $2,000.


 


The Company shall comply
with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control
Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this
Section 4.09, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.09 by virtue of such compliance.


 


(b)           On
the Change of Control Payment Date, the Company shall, to the extent lawful:


 


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


 


(2)          deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered;
and


 


(3)          deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased by the Company.


 


The Paying Agent shall
promptly distribute to each Holder of Notes properly tendered the Change of Control Payment for the Notes, and the Trustee shall
promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount
of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment Date.


 


(c)           The
provisions described in Sections 4.09(a) and (b) shall apply whether or not any other provisions of this Indenture are
applicable. Except as described in Sections 4.09(a) and (b) hereof, Holders of Notes shall not be permitted to require
that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.


 


(d)           Notwithstanding
anything to the contrary in this Section 4.09, the Company shall not be required to make a Change of Control Offer upon a
Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 4.09 and purchases all Notes properly tendered and
not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07
hereof, unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made
in advance of a Change of Control Triggering Event, with the obligation to pay and the timing of payment conditioned upon the occurrence
of a Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place at the time the Change
of Control Offer is made.


 






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(e)           If
Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and not withdraw such Notes
in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described
above, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders of the Notes will be deemed
to have validly tendered their notes and not withdrawn and, accordingly, the Company will have the right, upon not less than 10
nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control
Offer, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable
Change of Control Payment, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any,
to the date of redemption. In determining whether the Holders of at least 90.0% of the aggregate principal of the then outstanding
Notes have validly tendered and not withdrawn such Notes in a tender offer or other offer to purchase, such calculation shall include
all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Indenture to the contrary).


 


Section 4.10         Additional
Subsidiary Guarantees.


 


If,


 


(1)            the
Company or any of its Subsidiaries acquires or creates another Wholly Owned Subsidiary after the Issue Date and such Wholly Owned
Subsidiary Guarantees any Obligations of the Company under the Credit Agreement, or


 


(2)            any
Wholly Owned Subsidiary that does not Guarantee any Obligations of the Company under the Credit Agreement as of the date of the
Indenture subsequently Guarantees any Obligations of the Company under the Credit Agreement, or


 


(3)            if
there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, any Wholly Owned Subsidiary of the
Company (including any newly acquired or created Wholly Owned Subsidiary) Guarantees any Obligations with respect to any other
Material Indebtedness of the Company,


 


then such newly acquired or created Wholly
Owned Subsidiary or Wholly Owned Subsidiary that subsequently fully and unconditionally Guarantees Obligations under the Credit
Agreement or other Material Indebtedness of the Company, as the case may be, will become a Guarantor of the Notes and execute a
supplemental indenture in the form attached hereto as Exhibit E and deliver an Opinion of Counsel satisfactory to the
trustee within 60 business days of the date on which it was acquired or created or guaranteed other Material Indebtedness of the
Company, as the case may be.


 


Section 4.11         Holding
Company Status


 


The Parent Guarantor
will not engage in any business, activity or transaction or own any interest (fee, leasehold or otherwise) in any real property,
or incur, assume, or suffer to exist any Indebtedness other than:


 


(1)            the
ownership of debt or Equity Interests in the Company;


 


(2)            maintaining
its corporate existence;


 






    42


     


    

 


(3)            participating
in tax, accounting and other administrative activities as the parent of a consolidated group of companies, including the Company;


 


(4)            making
distributions to holders of its debt or Equity Interests or contributions to the Company or any Subsidiary of the Company;


 


(5)            the
performance of its obligations under the Exchange Agreement and similar agreements;


 


(6)          issuing
a Guarantee in respect of, or otherwise becoming liable with respect to, Indebtedness incurred by Clearway Energy, Inc.,
the Company or any Subsidiary of the Company and the execution and delivery of any agreements related to the foregoing, including
credit agreements, indentures, security agreements, and notes;


 


(7)            issuing
equity securities and/or issuing or incurring Indebtedness, including to finance acquisitions; and


 


(8)            activities
incidental to the businesses or activities described in clauses (1) through (7) above.


 


ARTICLE 5

SUCCESSORS


 


For purposes of the
Notes, Article 5 hereof provides the terms upon which a Person can succeed the Obligations of the Company or the Guarantors.
For purposes of any Additional Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional
Securities will specify the terms upon which a Person can succeed the obligations of the Company or the Guarantors, if any, to
such Additional Securities, which may include some, all or none of the terms contained in this Article 5 hereof.


 


Section 5.01         Merger,
Consolidation or Sale of Assets.


 


Neither the Parent
Guarantor nor the Company shall, directly or indirectly: (1) consolidate or merge with or into another Person (whether or
not the Parent Guarantor or the Company is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose
of all or substantially all of the properties or assets of the Parent Guarantor or the Parent Guarantor and its Subsidiaries taken
as a whole or the Company or the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another
Person, unless:


 


(1)            either:


 


(A)            the
Parent Guarantor or the Company, as the case may be, is the surviving Person; or


 


(B)            the
Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor or the Company, as the case
may be) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership
or limited liability company organized or existing under the laws of the United States, any state of the United States or the District
of Columbia; provided that if the Person is a partnership or limited liability company, then a corporation wholly owned
by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia
that does not and will not have any material assets or operations shall become a co-issuer of the Notes pursuant to a supplemental
indenture duly executed by the Trustee;


 





    43


     


    




 


(2)            the
Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor or the Company, as the case
may be) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations
of the Parent Guarantor or the Company, as the case may be, under the Notes and this Indenture pursuant to a supplemental indenture
or other documents and agreements reasonably satisfactory to the Trustee; and


 


(3)             immediately
after such transaction, no Default or Event of Default exists.


 


In addition, neither
the Parent Guarantor nor the Company will, directly or indirectly, lease all or substantially all of its and its respective Subsidiaries’
properties or assets taken as a whole, in one or more related transactions, to any other Person.


 


This Section 5.01
shall not apply to:


 


(1)            a
merger of the Parent Guarantor or the Company, as the case may be, with an Affiliate solely for the purpose of reforming the Parent
Guarantor or the Company, as the case may be, in another jurisdiction or forming a direct or indirect holding company of the Company
that is a Wholly Owned Subsidiary of the Parent Guarantor; and


 


(2)          any
sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Parent Guarantor, the Company
and their respective Subsidiaries, including by way of merger or consolidation.


 


Section 5.02         Successor
Entity Substituted.


 


Upon any consolidation
or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties
or assets of the Parent Guarantor, the Company and their respective Subsidiaries taken as a whole in a transaction that is subject
to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into
or with which the Parent Guarantor or the Company, as the case may be, is merged or to which such sale, assignment, transfer, conveyance
or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger,
sale, assignment, transfer, conveyance or other disposition, the provisions of this Indenture referring to the “Company”
shall refer instead to the successor Person and not to the Company or, as the case may be, the provisions of this Indenture referring
to the “Parent Guarantor” shall refer instead to the successor Person and not to the Parent Guarantor), and may exercise
every right and power of the Parent Guarantor or the Company, as the case may be, under this Indenture with the same effect as
if such successor Person had been named as the Parent Guarantor or the Company, as the case may be, herein; provided, however,
that the predecessor Company shall not be relieved from the obligation to pay the principal of, premium, if any, and interest on,
the Notes and that the predecessor Parent Guarantor shall not be relieved from its obligations under its Guarantee except in the
case of a sale of all of the Company’s or the Parent Guarantors assets, as the case may be, in a transaction that is subject
to, and that complies with the provisions of, Section 5.01 hereof.


 






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ARTICLE 6

DEFAULTS AND REMEDIES


 


For purposes of the
Notes, Article 6 hereof provides the terms of defaults and remedies. For purposes of any Additional Securities issued under
this Indenture, the Supplement Indenture in respect of such Additional Securities will specify the terms of defaults and remedies
for such Additional Securities, which may include some, all or none of the terms contained in this Article 6 hereof.


 


Section 6.01         Events
of Default.


 


Each of the following
is an “Event of Default”:


 


(1)          default
for 30 days in the payment when due of interest on the Notes;


 


(2)          default
in the payment when due of the principal of, or premium, if any, on the Notes;


 


(3)         failure
by the Company or any Guarantor for 60 days (or, in the case of any failure to comply with Section 4.03 of this Indenture,
120 days) after written notice to the Company given by the Trustee or the Holders of at least 30% in aggregate principal amount
of the Notes that are then outstanding, to comply with any of the agreements in this Indenture (other than a default referred to
in clause (1) or (2) of this Section 6.01);


 


(4)        default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or any Guarantor (or the payment of which is Guaranteed by the Company or any Guarantor), whether
such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:


 


(A)            is
caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness on the date of such default (a “Payment Default”); or


 


(B)            results
in the acceleration of such Indebtedness prior to its express maturity,


 


and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, exceeds the greater of (i) 1.5% of Total Assets and (ii) $100.0 million;
provided that this clause (4) shall not apply (i) to secured Indebtedness that becomes due as a result
of the voluntary sale or transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of
the Company and (ii) to the extent constituting Indebtedness, any indemnification, guarantee or other credit support obligations
of the Company or any of the Guarantors in connection with any Tax Equity Financing entered into by a non-Subsidiary Guarantor;


 


(5)          except
as permitted by this Indenture, any Guarantee by any Guarantor (or any group of Guarantors) that, if Subsidiaries of the Company,
would constitute a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable
or invalid or shall cease for any reason to be in full force and effect or any Guarantor (or any group of Guarantors) that, if
a Subsidiary of the Company, would constitute a Significant Subsidiary, or any Person acting on behalf of any Guarantor (or any
group of Guarantors) that, if a Subsidiary of the Company, would constitute a Significant Subsidiary, shall deny or disaffirm
its or their obligations under its or their Guarantee(s);


 






    45


     


    

 


(6)          the
Company or any of the Guarantors that, if a Subsidiary of the Company, would constitute a Significant Subsidiary or any group of
Guarantors that, if Subsidiaries of the Company, taken together, would constitute a Significant Subsidiary:


 


(A)         commences
a voluntary case,


 


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


 


(C)         consents
to the appointment of a custodian of it or for all or substantially all of its property,


 


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


 


(E)         generally
is not paying its debts as they become due; or


 


(7)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)         is
for relief against the Company or any Guarantor that, if a Subsidiary of the Company, would constitute a Significant Subsidiary
or any group of Guarantors that, if Subsidiaries of the Company, taken together, would constitute a Significant Subsidiary;


 


(B)         appoints
a custodian of the Company or any Guarantor that, if a Subsidiary of the Company, would constitute a Significant Subsidiary or
any group of Guarantors that, if Subsidiaries of the Company, taken together, would constitute a Significant Subsidiary for all
or substantially all of the property of the Company or any such Guarantor; or


 


(C)         orders
the liquidation of the Company or any Guarantor that, if a Subsidiary of the Company, would constitute a Significant Subsidiary
or any group of Guarantors that, if Subsidiaries of the Company, taken together, would constitute a Significant Subsidiary;


 


and the order or decree remains
unstayed and in effect for 60 consecutive days.


 


Section 6.02         Acceleration.


 


In the case of an Event
of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to the Company, or any Guarantor
of the Company that, if a Subsidiary of the Company, would constitute a Significant Subsidiary or any group of Guarantors of the
Company that, if Subsidiaries of the Company, taken together, would constitute a Significant Subsidiary, all outstanding Notes
will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing,
the Trustee or the Holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare all the Notes
to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately.


 






    46


     


    

 


Section 6.03         Other
Remedies.


 


If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any,
or interest on, the Notes or to enforce the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted
by law.


 


Section 6.04          Waiver
of Past Defaults.


 


The Holders of a majority
in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event
of Default in the payment of the principal of, premium, if any, or interest on, the Notes (including in connection with an offer
to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes
may, by written notice to the Trustee, rescind an acceleration and its consequences, including any related payment default that
resulted from such acceleration. 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 6.05         Control
by Majority.


 


Subject to certain
limitations, Holders of a majority in principal amount of the Notes that are then outstanding may direct the time, method and place
of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of any trust or power. However,
the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Securities or that may involve the Trustee in personal liability.


 


Section 6.06          Limitation
on Suits.


 


No Holder of a Note
may pursue any remedy with respect to this Indenture or the Notes unless:


 


(1)            such
Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(2)            Holders
of at least 30% in aggregate principal amount of the outstanding Notes make a written request to the Trustee to pursue the remedy;


 


(3)            such
Holders have offered the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;


 


(4)            the
Trustee has not complied with such request within 60 days after receipt of the request and the offer of security or indemnity;
and


 


(5)            Holders
of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such
request within such 60-day period.


 






    47


     


    

 


A Holder of a Note
may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.


 


Section 6.07         Rights
of Holders of Notes to Receive Payment.


 


Notwithstanding any
other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium, if any, or interest
on, the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or
to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without
the consent of such Holder.


 


Section 6.08         Collection
Suit by Trustee.


 


If an Event of Default
specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and
interest on, remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and 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.


 


Section 6.09         Trustee
May File Proofs of Claim.


 


The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due to the Trustee under this Indenture, including without limitation,
under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due to the Trustee under this Indenture, including without limitation,
under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement
or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.10          Priorities.


 


If the Trustee collects
any money pursuant to this Article 6, it shall pay out the money in the following order:


 


First:          to
the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses
and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 






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Second:     to
Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference
or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively;
and


 


Third:           to
the Company or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix
a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.


 


Section 6.11         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 or omitted by it
as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof,
or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.


 


ARTICLE 7

TRUSTEE


 


Section 7.01         Duties
of Trustee.


 


(a)            If
an Event of Default with respect to any Series of Securities has occurred and is continuing, the Trustee will exercise such
of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent
person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(b)            Except
during the continuance of an Event of Default:


 


(1)            the
duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those
duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and


 


(2)            in
the absence of bad faith on its part, the Trustee may conclusively rely, 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. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.


 


(c)            The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:


 


(1)            this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(2)          the
Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and


 






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(3)            the
Trustee will not be liable with respect to any action taken, suffered or omitted to be taken in respect of the Notes in accordance
with a direction received by it pursuant to Section 6.05 hereof.


 


(d)           Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.


 


(e)           No
provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be
under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holders, unless such Holder
has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.


 


(f)            The
Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)           The
Paying Agent and the Registrar shall be entitled to the same protections, immunities and standard of care as are set forth in paragraphs
(a), (b) and (c) of this section with respect to the Trustee.


 


Section 7.02         Rights
of Trustee.


 


(a)           The
Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the document.


 


(b)           Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate. The Trustee will not be liable for any
action it takes or omits to take in good faith in reliance on such Officers’ Certificate. The Trustee may consult with counsel
and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.


 


(c)           The
Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed
with due care. No Depositary shall be deemed to be an attorney or agent of the Trustee and the Trustee shall not be responsible
for any action or omission by any Depositary.


 


(d)           The
Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.


 


(e)           Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient
if signed by an Officer of the Company.


 


(f)            The
Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of
any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee
against any loss, liability or expense.


 


(g)          The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document.


 






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(h)         The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has
received written notice thereof at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.


 


(i)           In
no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall
have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or
failure to provide timely written direction.


 


(j)           In
no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including,
but not limited to, loss of profit), even if the Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.


 


(k)          In
no event shall the Trustee be liable for any failure or delay in the performance of its obligations under this Indenture or any
related documents because of circumstances beyond the Trustee’s control, including, but not limited to, a failure, termination,
or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of
the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or
natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances,
strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like
(whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services
contemplated by this Indenture or any related documents, or the unavailability of communications or computer facilities, the failure
of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or
telex or other wire or communication facility, or any other causes beyond the Trustee’s control whether or not of the same
class or kind as specified above.


 


(l)          The
right of the Trustee to perform any discretionary act enumerated in this Indenture or any related document shall not be construed
as a duty.


 


(m)        The
Trustee may earn compensation in the form of short-term interest on items like uncashed distribution checks (from the date issued
until the date cashed), funds that the Trustee is directed not to invest, deposits awaiting investment direction or received too
late to be invested overnight in previously directed investments.


 


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


 


Section 7.03         Individual
Rights of Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate
of the Company with the same rights it would have if it were not the Trustee. However, in the event that the Trustee acquires any
conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties.
The Trustee is also subject to Sections 7.10 and 7.11 hereof.


 


Section 7.04         Trustee’s
Disclaimer.


 


The Trustee will not
be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s
direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in
the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate
of authentication.


 






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Section 7.05         Notice
of Defaults.


 


If a Default or Event
of Default with respect to any Series of Securities occurs and is continuing and if it is known to a Responsible Officer of
the Trustee, the Trustee will mail to Holders of such Securities a notice of the Default or Event of Default within 90 days after
it occurs or, if later, after a Responsible Officer has knowledge of any Default or Event of Default. Except in the case of a Default
or Event of Default in payment of principal of, premium, if any, or interest on, any Security, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests
of the Holders of the Securities.


 


Section 7.06         [Reserved]


 


Section 7.07         Compensation
and Indemnity.


 


(a)          The
Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder.
The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will
reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition
to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel.


 


(b)         The
Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising
out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses
of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against
any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may
be attributable to its gross negligence, bad faith or willful misconduct. The Trustee will notify the Company promptly of any claim
for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors
of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense.
The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company
nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.


 


(c)          The
obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this
Indenture.


 


(d)         To
secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien
prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal of,
premium, if any, or interest on, particular Securities. Such Lien will survive the satisfaction and discharge of this Indenture.


 


(e)         When
the Trustee incurs expenses or renders services after an Event of Default specified in clause (6) or (7) of Section 6.01
hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel)
are intended to constitute expenses of administration under any Bankruptcy Law.


 






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(f)          [Reserved]


 


(g)         The
Company’s and Guarantors’ obligations under this Section 7.07 shall survive the resignation or removal of the
Trustee, any termination of this Indenture, including any termination or rejection of this Indenture in any insolvency or similar
proceeding and the repayment of all the Securities.


 


Section 7.08         Replacement
of Trustee.


 


(a)         A
resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08.


 


(b)         The
Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders
of a majority in aggregate principal amount of the then outstanding Securities may remove the Trustee by so notifying the Trustee
and the Company in writing at least 30 days prior to the effectiveness of such removal. The Company may remove the Trustee if:


 


(1)            the
Trustee fails to comply with Section 7.10 hereof;


 


(2)            the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(3)            a
custodian or public officer takes charge of the Trustee or its property; or


 


(4)            the
Trustee becomes incapable of acting.


 


(c)          If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint
a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal
amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


 


(d)         If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Securities may petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 


(e)         A
successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring
Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement
of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue
for the benefit of the retiring Trustee.


 






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Section 7.09         Successor
Trustee by Merger, etc.


 


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor
corporation without any further act will be the successor Trustee.


 


Section 7.10         Eligibility;
Disqualification.


 


There will at all times
be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most
recent published annual report of condition.


 


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


For purposes of the
Notes, Article 8 hereof provides the terms upon which legal defeasance and covenant defeasance can occur. For purposes of
any Additional Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will
specify the terms upon which legal defeasance and covenant defeasance can occur for such Additional Securities, which may include
some, all or none of the terms contained in this Article 8 hereof.


 


Section 8.01         Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may at
any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect
to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article 8.


 


Section 8.02         Legal
Defeasance and Discharge.


 


Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from
their obligations with respect to all outstanding Notes (including the Guarantees) on the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company
and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including
the Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof
and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other
obligations under such Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:


 


(1)            the
rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, or interest on such
Notes when such payments are due from the trust referred to in Section 8.04 hereof;


 






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(2)            the
Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;


 


(3)          the
rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder and the Company’s and the Guarantors’
obligations in connection therewith; and


 


(4)            this
Article 8.


 


Subject to compliance
with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of
its option under Section 8.03 hereof.


 


Section 8.03         Covenant
Defeasance.


 


Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations
under Sections 4.07, 4.09 and 4.10 hereof with respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter
be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for
all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For
this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Guarantees, 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 covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such
Notes and Guarantees shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof
of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(3) and (4) hereof shall not constitute Events of Default.


 


Section 8.04         Conditions
to Legal or Covenant Defeasance.


 


In order to exercise
either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:


 


(1)            the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium, if any, and interest
on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and
the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;


 


(2)            in
the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that:


 


(A)            the
Company has received from, or there has been published by, the Internal Revenue Service a ruling; or


 






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(B)            since
the date of this Indenture, there has been a change in the applicable federal income tax law,


 


in either case to the effect that,
and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain
or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(3)            in
the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(4)            no
Default or Event of Default shall have occurred and is continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other
Indebtedness), and the granting of Liens to secure such borrowings);


 


(5)          such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged
or replaced) to which the Company or any of its Subsidiaries or the Parent Guarantor is a party or by which the Company or any
of its Subsidiaries or the Parent Guarantor is bound;


 


(6)            the
Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying
or defrauding any creditors of the Company or others; and


 


(7)           the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


Section 8.05         Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.06
hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04
hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes 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 Holders of such Notes of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, but such money 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 cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof 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 the outstanding Notes.


 






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Notwithstanding anything
in this Article 8 to the contrary, the Trustee shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06           Repayment
to Company.


 


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, premium, if any,
or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due
and payable shall be paid to the Company on its written request or (if then held by the Company) will be discharged from such trust;
and the Holder of such Note will thereafter be permitted to 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, will thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice
that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.


 


Section 8.07           Reinstatement.


 


If the Trustee or Paying
Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof,
as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes
and the Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any,
or interest on, any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money held by the Trustee or Paying Agent.


 


ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01           Without
Consent of Holders of Notes.


 


Notwithstanding Section 9.02
of this Indenture, without the consent of any Holder of Securities, the Company, the Guarantors and the Trustee may amend or supplement
this Indenture, the Securities or the Subsidiary Guarantees:


 


(1)            to
cure any ambiguity, mistake, defect or inconsistency;


 






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(2)            to
provide for uncertificated Securities in addition to or in place of certificated Securities (provided, that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the Code);


 


(3)            to
provide for the assumption of the Parent Guarantor’s or the Company’s Obligations to Holders of Securities in the case
of a merger or consolidation or sale of all or substantially all of the Parent Guarantor’s or the Company’s assets,
as the case may be;


 


(4)            to
make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely
affect the legal rights under this Indenture of any such Holder;


 


(5)            to
conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” section of the Offering
Memorandum, relating to the initial offering of the Notes;


 


(6)            to
evidence and provide for the acceptance and appointment under this Indenture of a successor trustee pursuant to the requirements
hereof;


 


(7)            to
provide for the issuance of Additional Notes and Additional Securities in accordance with the limitations set forth in this Indenture
as of the date hereof; or


 


(8)            to
allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Securities.


 


Upon the request of
the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon
receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the
Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and
to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated
to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or
otherwise.


 


Section 9.02           With
Consent of Holders of Notes.


 


Except as provided
below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation,
Section 4.09 hereof), the Notes and the Guarantees with the consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Securities of each Series of Securities affected thereby (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase of, any Series of Securities), and, subject
to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment
of the principal of, premium, if any, or interest on, any Securities, except a payment default resulting from an acceleration that
has been rescinded) or compliance with any provision of this Indenture, the Notes or the Guarantees may be waived with the consent
of the Holders of a majority in aggregate principal amount of the then outstanding Securities of each Series of Securities
affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or
purchase of, any Series of Securities). Section 2.09 hereof shall determine which Securities are considered to be “outstanding”
for purposes of this Section 9.02.


 






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Upon the request of
the Company accompanied by a Board Resolution and upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of an Officers’ Certificate and Opinion
of Counsel, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended
or supplemental Indenture.


 


It is not necessary
for the consent of the Holders of Securities under this Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it is sufficient if such consent approves the substance thereof.


 


After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Company shall mail or deliver electronically to the Holders
of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail
or deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended
or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal
amount of the Securities of any particular Series then outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture, the Securities or the Guarantees. However, without the consent of
each Holder of any Security affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to
any Security held by a non-consenting Holder):


 


(1)            reduce
the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;


 


(2)            reduce
the principal of or change the fixed maturity of any Security or alter the provisions with respect to the redemption of the Securities
(other than provisions relating to the covenants described in Section 4.09 hereof and provisions relating to the number of
days’ notice to be given in case of redemption);


 


(3)            reduce
the rate of or change the time for payment of interest on any Security;


 


(4)            waive
a Default or Event of Default in the payment of principal of, premium, if any, or interest on, any Security (except a rescission
of acceleration of any Series of Securities by the Holders of at least a majority in aggregate principal amount of the then
outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration);


 


(5)            make
any Security payable in currency other than that stated in the Securities;


 


(6)            make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Securities to receive
payments of principal of, premium, if any, or, interest on, the Securities;


 


(7)            waive
a redemption payment with respect to any Security (other than a payment required by Sections 4.09 hereof); or


 


(8)            make
any change in the preceding amendment and waiver provisions.


 






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Section 9.03           [Reserved]


 


Section 9.04           Revocation
and Effect of Consents.


 


Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder of a Security
and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on any Security. However, any such Holder of a Security or subsequent Holder
of a Security may revoke the consent as to its Security if the Trustee receives written notice of revocation before the date the
amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its
terms and thereafter binds every Holder.


 


Section 9.05           Notation
on or Exchange of Securities.


 


The Trustee may place
an appropriate notation about an amendment, supplement or waiver on any Security thereafter authenticated. The Company in exchange
for all Securities may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Securities that reflect
the amendment, supplement or waiver.


 


Failure to make the
appropriate notation or issue a new Security will not affect the validity and effect of such amendment, supplement or waiver.


 


Section 9.06           Trustee
to Sign Amendments, etc.


 


The Trustee shall sign
any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture
until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee will be
entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon an Officers’ Certificate
and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this
Indenture.


 


ARTICLE 10

GUARANTEES


 


For purposes of the
Notes, Article 10 hereof provides the terms of the Guarantees of the Notes. For purposes of any Additional Securities issued
under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the terms of guarantees
for such Additional Securities, which may include some, all or none of the terms contained in this Article 10 hereof.


 


Section 10.01.      Guarantee.


 


(a)            Subject
to this Article 10, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:


 


(1)            the
principal of, premium, if any, and interest on, the Notes shall be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on, the Notes, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and


 






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(2)            in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly
paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.


 


Failing payment when
due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 


(b)            The
Guarantors hereby agree that their obligations hereunder are full and unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, 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, notice and all demands whatsoever
and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes
and this Indenture.


 


(c)            If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the
Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


 


(d)            Each
Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of
any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due
and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have
the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Guarantee.


 


Section 10.02.       Limitation
on Guarantor Liability.


 


Each Guarantor, and
by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate
the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor
will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor
under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer
or conveyance.


 






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Section 10.03.      Execution
and Delivery of Guarantee.


 


Each Guarantor hereby
agrees that its Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Guarantee.


 


If an Officer whose
signature is on this Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Note on
which a Guarantee is endorsed, the Guarantee will be valid nevertheless.


 


The delivery of any
Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Guarantee set forth in this
Indenture on behalf of the Guarantors.


 


Section 10.04.      Guarantors
May Consolidate, etc., on Certain Terms.


 


Except as otherwise
provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to,
or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the
Company or another Guarantor, unless:


 


(1)            immediately
after giving effect to such transaction, no Default or Event of Default exists; and


 


(2)            subject
to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving
any such consolidation or merger fully and unconditionally assumes all the obligations of that Guarantor under its Guarantee, this
Indenture on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to
the Trustee;


 


In case of any such
consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee endorsed upon the Notes and the due and
punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor
Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.
Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued
will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued
in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof.


 


Except as set forth
in Articles 4 and 5 hereof, and notwithstanding clause (2) above, nothing contained in this Indenture or in any of the Notes
will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale
or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.


 


Section 10.05.      Releases.


 


(a)            [RESERVED]


 






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(b)            The
Subsidiary Guarantee of a Subsidiary Guarantor shall be released automatically:


 


(1)            in
connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including
by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company
or a Subsidiary of the Company;


 


(2)            in
connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before
or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition,
that Subsidiary Guarantor is no longer a direct or indirect Subsidiary of the Company;


 


(3)            upon
repayment in full of the Notes;


 


(4)            upon
defeasance or satisfaction and discharge of the Notes as provided in Sections 8.01, 8.02, 8.03, 8.04 and 11.01 hereof;


 


(5)            upon
a dissolution of a Subsidiary Guarantor that is permitted under this Indenture; or


 


(6)            otherwise
with respect to the Guarantee of any Subsidiary Guarantor:


 


(A)           upon
the prior consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding;


 


(B)            if
the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under
the Credit Agreement to the release of such Subsidiary Guarantor’s Guarantee of all Obligations under the Credit Agreement,
or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the requisite consent
of the Holders of all other Material Indebtedness of the Company that is guaranteed by such Subsidiary Guarantor at that time outstanding
to the release of such Subsidiary Guarantor’s Guarantee of all Obligations with respect to all such other Material Indebtedness
that is guaranteed by such Subsidiary Guarantor at that time outstanding; or


 


(C)            if
the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the release of such Subsidiary Guarantor’s
Guarantee of all Obligations of the Company under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding
under the Credit Agreement at that time, upon the release of such Subsidiary Guarantor’s Guarantee of all Obligations with
respect to all other Material Indebtedness of the Company at that time outstanding.


 


(c)            The
Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or
satisfaction and discharge of this Indenture pursuant to Articles 8 and 11 hereof.


 


(d)            Upon
delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the action
or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this
Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its
obligations under its Guarantee.


 






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(e)            Any
Guarantor not released from its obligations under its Guarantee as provided in this Section 10.05 will remain liable for the
full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 10.


 


ARTICLE 11

satisfaction and discharge


 


For purposes of the
Notes, Article 11 hereof provides the terms upon which satisfaction and discharge can occur. For purposes of any Additional
Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the terms
upon which satisfaction and discharge can occur for such Additional Securities, which may include some, all or none of the terms
contained in this Article 11 hereof.


 


Section 11.01         Satisfaction
and Discharge.


 


This Indenture will
be discharged and will cease to be of further effect as to all Notes issued hereunder, when:


 


(1)            either:


 


(a)            all
Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for such Notes
for cancellation; or


 


(b)            all
Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the distribution of
a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S.
dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in
amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness
on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of
maturity or redemption;


 


(2)            in
respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is
continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied
to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument
to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;


 


(3)            the
Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and


 


(4)            the
Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of the Notes at maturity or on the redemption date, as the case may be.


 


In addition, the Company must deliver an
Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.


 






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Notwithstanding the
satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this
Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.


 


Section 11.02         Application
of Trust Money.


 


Subject to the provisions
of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee; but such money
need not be segregated from other funds except to the extent required by law.


 


If the Trustee or Paying
Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and any Guarantor’s obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has
made any payment of principal of, premium, if any, or interest on, any Securities because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government
Securities held by the Trustee or Paying Agent.


 


ARTICLE 12

MISCELLANEOUS


 


Section 12.01         [Reserved]


 


Section 12.02         Notices.


 


Any notice or communication
by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery,
to the others’ address:


 


If to the Company and/or any Guarantor:


 


Clearway Energy Operating LLC


c/o Clearway Energy, Inc.


300 Carnegie Center Drive, Suite 300


Princeton, New Jersey 08540


Email: ogc@clearwayenergy.com


 


With a copy to:


Baker Botts L.L.P.


2001 Ross Ave., Suite 900


Dallas, Texas 75201


Fascimile: (214) 661-4783


Attention: Preston Bernhisel


 






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If to the Trustee:


Delaware Trust Company


251 Little Falls Drive


Wilmington, Delaware 19808


Telecopier No.: (302) 636-8666


Attention: Corporate Trust Department


 


The Company, any Guarantor
or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications
(other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


Any notice or communication
to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the Registrar. Failure to mail a notice or communication
to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.


 


If a notice or communication
is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


If the Company mails
(or deliver electronically) a notice or communication to Holders, it will mail (or deliver electronically) a copy to the Trustee
and each Agent at the same time.


 


Section 12.03         [Reserved]


 


Section 12.04         Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 


(1)            an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set
forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been satisfied; and


 


(2)            an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been
satisfied.


 


Section 12.05         Statements
Required in Certificate or Opinion.


 


Each certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture must include:


 


(1)            a
statement that the Person making such certificate or opinion has read such covenant or condition;


 






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(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 such Person, 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 satisfied; and


 


(4)            a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.


 


Section 12.06         Rules by
Trustee and Agents.


 


The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.


 


Section 12.07         No
Personal Liability of Directors, Officers, Employees and Stockholders.


 


No director, officer,
employee, incorporator, stockholder, member or unitholder of the Company or any Guarantor, as such, will have any liability for
any obligations of the Company or the Guarantors under any Securities, this Indenture, the Guarantees, or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting any Security waives
and releases all such liability. The waiver and release are part of the consideration for issuance of any Securities. The waiver
may not be effective to waive liabilities under the federal securities laws.


 


Section 12.08         Governing
Law.


 


THE INTERNAL LAW OF
THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.


 


Section 12.09         No
Adverse Interpretation of Other Agreements.


 


This Indenture may
not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 12.10         Successors.


 


All agreements of the
Company in this Indenture and any Securities will bind its successors. All agreements of the Trustee in this Indenture will bind
its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05
hereof.


 


Section 12.11         Severability.


 


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


 






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Section 12.12         Counterpart
Originals.


 


The parties may sign
any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.


 


Section 12.13         Table
of Contents, Headings, etc.


 


The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.


 


Section 12.14         Compliance
with Applicable Anti-Terrorism and Anti-Money Laundering Regulations.


 


In order to comply
with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those
relating to the funding of terrorist activities and money laundering (“Relevant Law”), the Trustee is required
to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with
the Trustee. Accordingly, each of the parties agrees to provide to the Trustee upon its request from time to time such identifying
information and documentation as may be available for such party in order to enable the Trustee to comply with Relevant Law.


 


Section 12.15         Electronic
Signatures.


 


Each of the parties
agrees on behalf of itself, and any Person acting or claiming by, under or through such party, that any written instrument delivered
in connection with this Indenture or any related document, including without limitation any amendments or supplements to such documents,
may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application).
Any electronic signature document delivered via email from an Officer of the Company or any Guarantor to the Trustee shall be considered
signed or executed by such person on behalf of the Company or such Guarantor, as applicable. Each of the Company and the Guarantors
agrees to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution,
delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates 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 electronic signature shall have the same legal validity and enforceability as a manually executed
signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation,
as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted,
executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically
executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be
reasonably chosen by a signatory hereto.


 


[Signatures on following page]


 












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SIGNATURES


 


Dated as of March 9, 2021


 


	 	CLEARWAY ENERGY OPERATING LLC
	 	By Clearway Energy LLC, as managing member



 


	 	By:	/s/ Chad Plotkin
	 	 	Name: Chad Plotkin
	 	 	Title: Senior Vice President, Chief  Financial Officer and Treasurer



 



	 	CLEARWAY ENERGY LLC
	 	By Clearway Energy, Inc., as managing member



 


	 	By:	/s/ Chad Plotkin
	 	 	Name: Chad Plotkin
	 	 	Title:   Senior Vice President and Chief Financial Officer



 



	 	ALTA WIND 1-5 HOLDING COMPANY, LLC, as Guarantor
	 	By Alta Wind Company, LLC, as
managing member



 


	 	By:	/s/ Chad Plotkin
	 	 	Name: Chad Plotkin
	 	 	Title:   Vice President and Treasurer



 


	 	CENTRAL CA FUEL CELL 1, LLC, as Guarantors
	 	By Fuel Cell Holdings LLC, as managing member



 


	 	By:	/s/ Chad Plotkin
	 	Name: Chad Plotkin
	 	Title:   Vice President and Treasurer



 


	 	ALTA WIND COMPANY, LLC
	 	CBAD HOLDINGS II, LLC
	 	CLEARWAY SOLAR STAR LLC
	 	CWEN PINNACLE REPOWERING HOLDINGS LLC
	 	CWSP RATTLESNAKE HOLDING LLC
	 	DAGGETT SOLAR HOLDCO LLC
	 	DGPV HOLDING LLC
	 	DG SREC HOLDCO LLC



 






    


     


    

 


	 	ECP UPTOWN CAMPUS HOLDINGS LLC
	 	ENERGY CENTER CAGUAS HOLDINGS LLC
	 	ENERGY CENTER FAJARDO HOLDINGS LLC
	 	ENERGY CENTER HONOLULU HOLDINGS LLC
	 	FUEL CELL HOLDINGS LLC
	 	LANGFORD HOLDING LLC
	 	LIGHTHOUSE RENEWABLE HOLDINGS LLC
	 	NIMH SOLAR HOLDINGS LLC
	 	OCOTILLO WINDPOWER HOLDINGS LLC
	 	PORTFOLIO SOLAR I, LLC
	 	ROSAMOND SOLAR HOLDCO LLC
	 	RPV HOLDING LLC
	 	SOLAR FLAGSTAFF ONE LLC
	 	SOLAR IGUANA LLC
	 	SOLAR LAS VEGAS MB 1 LLC
	 	SOLAR TABERNACLE LLC
	 	SOUTH TRENT HOLDINGS LLC
	 	SPP ASSET HOLDINGS, LLC
	 	SPP FUND II HOLDINGS, LLC
	 	SPP FUND III, LLC
	 	THERMAL CANADA INFRASTRUCTURE HOLDINGS LLC
	 	Thermal Hawaii Development Holdings LLC
	 	THERMAL INFRASTRUCTURE DEVELOPMENT HOLDINGS LLC
	 	UTAH SOLAR MASTER HOLDCO LLC, as Guarantors,
	 	By Clearway Energy Operating LLC, as managing member



 


	 	By:	/s/ Chad Plotkin
	 	Name: Chad Plotkin
	 	Title:   Senior Vice President, Chief Financial Officer and Treasurer



 


	 	DG-CS HOLDINGS LLC, as Guarantor
	 	By DGPV Holding LLC, as managing member



 


	 	By:	/s/ Chad Plotkin
	 	Name: Chad Plotkin
	 	Title:   Senior Vice President and Treasurer



 






    


     


    

 


	 	SPP FUND II, LLC
	 	SPP FUND II-B, LLC, as Guarantors
	 	By SPP Fund II Holdings, LLC, as managing member



 


	 	By: 	/s/ Chad Plotkin
	 	Name: Chad Plotkin
	 	Title:   Senior Vice President and Treasurer



 


	 	UB FUEL CELL, LLC, as Guarantor
	 	By Fuel Cell Holdings LLC, as sole member



 


	 	By: 	/s/ Chad Plotkin
	 	Name: Chad Plotkin
	 	Title:   Vice President and Treasurer



 












    


     


    





 


	 	DELAWARE TRUST COMPANY, as Trustee
	 	 
	 	By:
    	/s/
    Benjamin Hancock
	 	Name: Benjamin
    Hancock
	 	Title: Assistant
    Vice President



 




     


     


    

 


EXHIBIT A


 


[Face of Note]


 






 


CUSIP/CINS ____________


 


3.750% Senior Notes due 2031


 


		No. ___	$____________



 


CLEARWAY ENERGY OPERATING LLC


 


promises to pay to               
or registered assigns,


 


the principal sum of __________________________________________________________
DOLLARS on February 15, 2031.


 


Interest Payment Dates: February 15
and August 15


 


Record Dates: February 1 and August 1


 


Dated: _______________


 


This is one of the Notes referred to

in the within-mentioned Indenture.


 




    A-4


     


    

 


IN WITNESS WHEREOF,
the Issuer has caused this instrument to be duly executed.


 


	 	CLEARWAY
    ENERGY OPERATING LLC
	 	 	 
	 	By:	                      
	 	 	Name:	Chad Plotkin
	 	 	Title:	Senior Vice President and Chief Financial
    Officer



 




    A-5


     


    

 


	DELAWARE
    TRUST COMPANY,	 
	as Trustee	 
	 	 	 
	By:		 
	 	Authorized Signatory	 



 




    A-6


     


    

 


[Back of Note]


3.750% Senior Notes due 2031


 


[Insert the Global Legend, if applicable
pursuant to the provisions of the Indenture]


 


[Insert the Private Placement Legend,
if applicable pursuant to the provisions of the Indenture]


 


[Insert the Original Issue Discount
Legend, if applicable pursuant to the provisions of the Indenture]


 


Capitalized terms
used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


(1)            Interest.
Clearway Energy Operating LLC, a Delaware limited liability company (the “Company”), promises to pay interest
on the principal amount of this Note at 3.750% per annum from ________________, ___ until maturity. The Company shall pay interest
semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the
next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred
to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided further, that the first Interest Payment Date shall be _________. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.


 


(2)            Method
of Payment. The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered
Holders of Notes at the close of business on the February 1 and August 1 next preceding the Interest Payment Date, even
if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13
of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, interest at the
office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Company, payment
of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds will be required with respect to principal of, premium, if any, and
interest on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company
or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.


 


(3)            Paying
Agent and Registrar. Initially, Delaware Trust Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The Company
or any of its Subsidiaries or parent entities may act as Paying Agent or Registrar.


 


(4)            Indenture.
The Company issued the Notes under an Indenture dated as of March 9, 2021 (the “Indenture”) among the
Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to
all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes
are unsecured obligations of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued
thereunder.


 






    A-7


     


    

 


(5)          Optional
Redemption.


 


(a)          At
any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal
amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of
the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal
to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record
date to receive interest due on the relevant interest payment date; provided that:


 


(i)           at
least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company,
its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and


 


(ii)           the
redemption occurs within 180 days of the date of the closing of such equity offering.


 


(b)          At
any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon
not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the
Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption,
subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.


 


(c)          Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15,
2026.


 


(d)          On
or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less
than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed
during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on
the relevant record date to receive interest on the relevant interest payment date:


 


	Year	 	 	Percentage	 
	2026	 	 	 	101.875	%
	2027	 	 	 	101.250	%
	2028	 	 	 	100.625	%
	2029 and thereafter	 	 	 	100.000	%



 


(e)           Any
redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.


 


(f)           The
provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market
transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.


 


(6)           Mandatory
Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to
the Notes.


 






    A-8


     


    

 


(7)           Repurchase
at the Option of Holder.


 


(a)    Upon
the occurrence of a Change of Control Triggering Event, the Company will make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s
Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant
record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”).
Within 30 days following any Change of Control, the Company will mail (or deliver electronically) a notice to each Holder setting
forth the procedures governing the Change of Control Offer as required by the Indenture.


 


(8)           Notice
of Redemption. At least 10 days but not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, or deliver electronically, a notice of redemption to each Holder whose Notes are to be redeemed
at its registered address, except that redemption notices may be mailed or delivered more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant
to Articles 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in
excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of
Notes held by such Holder shall be redeemed or purchased.


 


(9)           Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples
of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need
not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion
of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of
10 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest
Payment Date.


 


(10)         Persons
Deemed Owners. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered
Holders have rights under the Indenture.


 


(11)         Amendment,
Supplement and Waiver. Subject to certain exceptions, the Indenture, the Notes or the Guarantees may be amended or
supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes
including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with
any provision of the Indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority
in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without
the consent of any Holder of Notes, the Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity,
mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes,
(iii) to provide for the assumption of the Company’s Obligations to Holders of the Notes in the case of a merger or
consolidation or sale of all or substantially all of the Company’s assets pursuant to Article 5 of the Indenture, (iv) to
make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, (v) [Reserved], (vi) to conform the text of the Indenture or
the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum, relating to the initial
offering of the Notes, (vii) to evidence and provide for the acceptance and appointment under the Indenture of a successor
trustee pursuant to the requirements thereof, (viii) to provide for the issuance of Additional Notes in accordance with the
limitations set forth in the Indenture, or (ix) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee
with respect to the Notes.


 






    A-9


     


    

 


(12)          Defaults
and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on, the Notes;
(ii) default in the payment when due of the principal of, or premium on, if any, the Notes, (iii) failure by the Company
or any Guarantor for 60 days (or, in the case of any failure to comply with Section 4.03 of the Indenture, 120 days) after
written notice to the Company by the Trustee or the Holders of at least 30% in aggregate principal amount of the Notes then outstanding
to comply with any of the agreements in the Indenture (other than a default referred to in clause (1) or (2) of Section 6.01
of the Indenture); (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there
may be secured or evidenced any Indebtedness for money borrowed by the Company or any Guarantor (or the payment of which is Guaranteed
by the Company or any Guarantor), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture,
if that default: (A) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior
to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”);
or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount
of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, exceeds the greater of (1) 1.5% of Total Assets and (2) $100.0 million;
provided that this clause (iv) shall not apply (x) to secured Indebtedness that becomes due as a result
of the voluntary sale or transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of
the Company and (y) to the extent constituting Indebtedness, any indemnification, guarantee or other credit support obligations
of the Company or any of the Guarantors in connection with any Tax Equity Financing entered into by a non-Subsidiary Guarantor;
(v) except as permitted by the Indenture, any Guarantee by any Guarantor (or any group of Guarantors) that, if Subsidiaries
of the Company, would constitute a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to
be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor (or any group of Guarantors)
that, if a Subsidiary of the Company, would constitute a Significant Subsidiary, or any Person acting on behalf of any Guarantor
(or any group of Guarantors) that, if a Subsidiary of the Company, would constitute a Significant Subsidiary, shall deny or disaffirm
its or their obligations under its or their Subsidiary Guarantee(s); (vi) the Company or any Guarantor of the Company that,
if a Subsidiary of the Company, would constitute a Significant Subsidiary or any group of Guarantors of the Company that, if Subsidiaries
of the Company, taken together, would constitute a Significant Subsidiary: (A) commences a voluntary case, (B) consents
to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of
it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally
is not paying its debts as they become due; or (vii) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: (A) is for relief against the Company or any Guarantor of the Company that, if a Subsidiary of the Company,
would constitute a Significant Subsidiary or any group of Guarantors of the Company that, if Subsidiaries of the Company, taken
together, would constitute a Significant Subsidiary; (B) appoints a custodian of the Company or any Guarantor of the Company
that, if a Subsidiary of the Company, would constitute a Significant Subsidiary or any group of Guarantors of the Company that,
if Subsidiaries of the Company, taken together, would constitute a Significant Subsidiary, for all or substantially all of the
property of the Company or any such Guarantor; or (C) orders the liquidation of the Company or any Guarantor of the Company
that, if a Subsidiary of the Company, would constitute a Significant Subsidiary or any group of Guarantors of the Company that,
if Subsidiaries of the Company, taken together, would constitute a Significant Subsidiary; and the order or decree remains unstayed
and in effect for 60 consecutive days.


 






    A-10


     


    

 


(13)          Trustee
Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were
not the Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties.
The Trustee is also subject to and entitled to the benefits of Article 7 of the Indenture.


 


(14)          No
Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor,
as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Guarantees
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.


 


(15)          Authentication.
This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


(16)          Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


(17)          CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as
a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.


 


(18)          GOVERNING
LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE
GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


The Company shall
furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:


 


Clearway Energy Operating LLC


c/o Clearway Energy, Inc.


300 Carnegie Center, Suite 300


Princeton, NJ 08540


Attention: Investor Relations


 




    A-11


     


    

 


Assignment
Form


 


To assign this Note, fill in the form
below:


 


		(I) or (we) assign and transfer this Note to:	 
	 	 	(Insert assignee’s legal name)



 





 



(Insert assignee’s soc. sec. or tax
I.D. no.)


 





 



 





 



 





 



 





 



(Print or type assignee’s name, address
and zip code)


 


		and irrevocably appoint	 



to transfer this Note on the books of
the Company. The agent may substitute another to act for him.


 


Date: _______________


 


	 	Your Signature:	 
	 	     (Sign exactly
                                        as your name appears on the face of this Note)



 


Signature Guarantee*: _________________________


 


		*	Participant in a
                                         recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable
                                         to the Trustee).



 




    A-12


     


    

 


Option of Holder to Elect Purchase


 


If you want to elect to have this Note
purchased by the Company pursuant to Section 4.09 of the Indenture, check here:  ̈


 


If you want to elect
to have only part of the Note purchased by the Company pursuant to Section 4.09 of the Indenture, state the amount you elect
to have purchased:


 


$_______________


 


Date: _______________


 





	 	Your Signature:	 
	 	     (Sign exactly
                                        as your name appears on the face of this Note)


 


	 	Tax Identification No.:	 






 


Signature Guarantee*: ________________________________


 


		*	Participant in a
                                         recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable
                                         to the Trustee).



 




    A-13


     


    

 


Schedule
of Exchanges of Interests in the Global Note *


 


The following exchanges of a part of this
Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or
Definitive Note for an interest in this Global Note, have been made:


 


	Date of Exchange	 	Amount of 

    decrease in 

    Principal Amount 

    of 

    this Global Note	 	Amount of 

    increase in 

    Principal Amount 

    of 

    this Global Note	 	Principal Amount 

    of this Global Note

    following such

    decrease 

    (or increase)	 	Signature of

    authorized officer 

    of Trustee or

    Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





		*	This schedule should be included
                                         only if the Note is issued in global form.



 




    A-14


     


    

 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Clearway Energy Operating LLC


c/o Clearway Energy, Inc.

300 Carnegie Center, Suite 300

Princeton, New Jersey 08540

Attention: General Counsel


 


Delaware Trust Company

251 Little Falls Drive

Wilmington, Delaware 19808

Attention: Corporate Trust Department


 


Re: 3.750%
Senior Notes due 2031


 


Reference is hereby
made to the Indenture, dated as of March 9, 2021 (the “Indenture”), among Clearway Energy Operating LLC,
as issuer (the “Company”), the Guarantors party thereto and Delaware Trust Company, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture.


 


___________________,
(the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex
A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________
(the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1.  ̈ Check
if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to
Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that
the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing
the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance
with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.


 


2.  ̈ Check
if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant
to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a
Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States
or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration
of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend
printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.


 






    B-1


     


    

 


3.  ̈ Check
and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note
pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected
in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that (check one):


 


(a)             ̈
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


or


 


(b)             ̈
such Transfer is being effected to the Company or a subsidiary thereof;


 


or


 


(c)             ̈
such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act;


 


or


 


(d)             ̈
such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities
Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or
Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of
a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or
the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance
with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.


 


4.  ̈ Check
if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.


 


(a)   ̈ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.


 






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(b)   ̈ Check
if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.


 


(c)   ̈ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance
with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904
and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any
State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and
in the Indenture.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Company.


 


	 	 
	 	[Insert Name of Transferor]
	 	 
		
	 	By:	                  
	 	 	Name:
	 	 	Title:
	 	 
	Dated:
    ___________________________	 



 




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ANNEX A TO CERTIFICATE OF TRANSFER


 


1.         The
Transferor owns and proposes to transfer the following:


 


[CHECK ONE OF (a) OR (b)]


 


(a)     ̈
a beneficial interest in the:


 


(i)         ̈
144A Global Note (CUSIP                    ),
or


 


(ii)        ̈
Regulation S Global Note (CUSIP                    ),
or


 


(iii)       ̈
IAI Global Note (CUSIP                    );
or


 


(b)   ̈
a Restricted Definitive Note.


 


2.         After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a)     ̈
a beneficial interest in the:


 


(i)         ̈   144A
Global Note (CUSIP                    ),
or


 


(ii)        ̈     Regulation
S Global Note (CUSIP                    ),
or


 


(iii)       ̈    IAI Global Note (CUSIP                    );
or


 


(iv)       ̈    Unrestricted
Global Note (CUSIP                    );
or


 


(b)    ̈
        a Restricted Definitive Note; or


 


(c)    ̈
        an Unrestricted Definitive Note,


 


in accordance with
the terms of the Indenture.


 






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EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


Clearway Energy Operating LLC


c/o Clearway Energy, Inc.

300 Carnegie Center, Suite 300

Princeton, New Jersey 08540

Attention: General Counsel


 


Delaware Trust Company

251 Little Falls Drive

Wilmington, Delaware 19808

Attention: Corporate Trust Department


 


Re: 3.750%
Senior Notes due 2031


 


(CUSIP [                ])


 


Reference is hereby
made to the Indenture, dated as of March 9, 2021 (the “Indenture”), among Clearway Energy Operating LLC,
as issuer (the “Company”), the Guarantors party thereto and Delaware Trust Company, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture.


 


                                                              ,
(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $                    
in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies
that:


 


1.            Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note


 


(a)    ̈ Check
if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.
In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended
(the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the
United States.


 


(b)   ̈ Check
if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.


 






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(c)   ̈
Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection
with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner
hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(d)   ̈
Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s
Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


2.            Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes


 


(a)   ̈
Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with
the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal
principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive
Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Definitive Note and in the Indenture and the Securities Act.


 


(b)   ̈
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with
the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈
144A Global Note,  ̈ Regulation S Global Note,  ̈
IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Company.


 


	 	 	 	 
	 	 	 	[Insert Name of Transferor]
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	 	 
	Dated: 	 	 	 


 






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EXHIBIT D


 


FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


Clearway Energy Operating LLC


c/o Clearway Energy, Inc.

300 Carnegie Center, Suite 300

Princeton, New Jersey 08540

Attention: General Counsel


 


Delaware Trust Company

251 Little Falls Drive

Wilmington, Delaware 19808

Attention: Corporate Trust Department


 


Re: 3.750%
Senior Notes due 2031


 


Reference is hereby
made to the Indenture, dated as of March 9, 2021 (the “Indenture”), among Clearway Energy Operating LLC,
as issuer (the “Company”), the Guarantors party thereto and Delaware Trust Company, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture.


 


In connection with
our proposed purchase of $                    
aggregate principal amount of:


 


(a)   ̈
a beneficial interest in a Global Note, or


 


(b)   ̈
a Definitive Note,


 


we confirm that:


 


1.            We
understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions
set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act”).


 


2.            We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do
so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act
to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor”
(as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and
to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount
of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to
the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904
of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant
to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive
Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.


 






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3.            We
understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and
the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear
a legend to the foregoing effect.


 


4.            We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.


 


5.             We
are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of
which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.


 


You and the Company
are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 





	 	 	 
	 	 	 	[Insert Name of Accredited Investor]
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	 	 
	Dated: 	 	 	 


 






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EXHIBIT E


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


Supplemental
Indenture (this “Supplemental Indenture”), dated as of                               ,
among                                (the
 “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware
limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred
to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company
has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 9,
2021 providing for the issuance of 3.750% Senior Notes due 2031 (the “Notes”);


 


WHEREAS, the Indenture
provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations
under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”);
and


 


WHEREAS, pursuant to
Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver
this Supplemental Indenture.


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:


 


1.         Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2.         Agreement
to Guarantee. The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all
the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary
hereby agrees to provide a full and unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary
Guarantee and in the Indenture including but not limited to Article 10 thereof.


 


4.         No
Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as
such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary
Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes
by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of
the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.


 


5.         NEW
YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.


 






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6.         Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


 


7.         Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


8.         The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by
the Guaranteeing Subsidiary and the Company.


 


9.         RATIFICATION
OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby,
the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full
force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and
every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.


 






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


 


	 	Dated: 	 	,	 	 
	 	 	 
	 	[Guaranteeing Subsidiary]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CLEARWAY ENERGY Operating LLC
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Existing Guarantors]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Trustee],
	 	as Trustee
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


 






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