Exhibit 4.3


 


Ready Capital Corporation

as Company


 


U.S. Bank Trust Company, National Association

as Trustee


 


Seventh Supplemental Indenture


 


Dated as of April 18, 2022

to the Indenture


 


Dated as of August 9, 2017

6.125% Senior Notes due 2025


 






     


     


    

 


TABLE OF CONTENTS


 


	 	Page(s)

	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 1.01	Scope of Supplemental Indenture	1
	Section 1.02	Definitions	2
	Section 1.03	References to Principal	8
	 	 	 
	ARTICLE II THE SECURITIES	9
	 	 	 
	Section 2.01	Title and Terms; Payments	9
	Section 2.02	Forms	9
	Section 2.03	Transfer and Exchange	11
	Section 2.04	Payments on the Notes	13
	 	 	 
	ARTICLE III OPTIONAL REDEMPTION	16
	 	 	 
	Section 3.01	Applicability of Article III of the Base Indenture	16
	Section 3.02	[Reserved]	16
	Section 3.03	Redemption	16
	Section 3.04	Notice of Redemption; Selection of Notes	17
	Section 3.05	Payment of Notes Called for Redemption	18
	Section 3.06	Restrictions on Redemption	18
	 	 	 
	ARTICLE IV PARTICULAR COVENANTS OF THE COMPANY	18
	 	 	 
	Section 4.01	Payment of Principal, Interest, Change of Control Payment and Redemption Price	18
	Section 4.02	Maintenance of Office or Agency	18
	Section 4.03	Appointments to Fill Vacancies in Trustee’s Office	19
	Section 4.04	Provisions as to Paying Agent	19
	Section 4.05	Reports	20
	Section 4.06	Statements as to Defaults	21
	Section 4.07	Financial Covenants	21
	Section 4.08	Offer to Repurchase Upon a Change of Control Repurchase Event	27
	 	 	 
	ARTICLE V REMEDIES	29
	 	 	 
	Section 5.01	Amendments to the Base Indenture	29
	Section 5.02	Events of Default	29
	Section 5.03	Acceleration; Rescission and Annulment	30
	Section 5.04	Waiver of Past Defaults	31
	Section 5.05	Control by Majority	31



 






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	Section 5.06	Limitation on Suits	31
	Section 5.07	Collection of Indebtedness; Suit for Enforcement by Trustee	31
	Section 5.08	Trustee May Enforce Claims Without Possession of Notes	31
	Section 5.09	Trustee May File Proofs of Claim	32
	Section 5.10	Restoration of Rights and Remedies	32
	Section 5.11	Rights and Remedies Cumulative	32
	Section 5.12	Delay or Omission Not a Waiver	32
	Section 5.13	Priorities	32
	Section 5.14	Undertaking for Costs	33
	Section 5.15	Waiver of Stay, Extension and Usury Laws	33
	Section 5.16	Notices from the Trustee	33
	 	 	 
	ARTICLE VI SATISFACTION AND DISCHARGE; LEGAL AND COVENANT DEFEASANCE	33
	 	 	 
	Section 6.01	Inapplicability of Provisions of Base Indenture; Satisfaction and Discharge of the Indenture	33
	Section 6.02	Discharge of Liability on Notes	34
	Section 6.03	Legal Defeasance and Covenant Defeasance	35
	Section 6.04	Conditions to Legal Defeasance and Covenant Defeasance	36
	Section 6.05	Application of Trust Money	37
	Section 6.06	Repayment to the Company	38
	Section 6.07	Reinstatement	38
	Section 6.08	Indemnity for Government Obligations	38
	 	 	 
	ARTICLE VII SUPPLEMENTAL INDENTURES	38
	 	 	 
	Section 7.01	Supplemental Indentures Without Consent of Holders	38
	Section 7.02	Supplemental Indentures with Consent of Holders	39
	Section 7.03	Notice of Amendment or Supplement	40
	 	 	 
	ARTICLE VIII SUCCESSOR COMPANY	40
	 	 
	Section 8.01	Consolidation, Merger and Sale of Assets	40
	Section 8.02	Company May Consolidate, Etc.	40
	Section 8.03	Successor Corporation to Be Substituted	41
	Section 8.04	Opinion of Counsel to Be Given to Trustee	41
	 	 	 
	ARTICLE IX MISCELLAEOUS	42
	 	 	 
	Section 9.01	Effect on Successors and Assigns	42
	Section 9.02	Governing Law	42
	Section 9.03	No Security Interest Created	42
	Section 9.04	Trust Indenture Act	42
	Section 9.05	Benefits of Supplemental Indenture	42
	Section 9.06	Calculations	42
	Section 9.07	Execution in Counterparts	42



 






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	Section 9.08	Notices	42
	Section 9.09	Ratification of Base Indenture	43
	Section 9.10	No Recourse Against Others	43
	Section 9.11	The Trustee	43
	Section 9.12	Submission to Jurisdiction	43
	Section 9.13	Applicable Tax Law	43


 


	Exhibit A	–   Form of Security


 






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SEVENTH SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of April 18, 2022, between Ready Capital Corporation, a Maryland corporation
(the “Company”), and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association
(the “Trustee”) under the Indenture dated as of August 9, 2017, between the Company and the Trustee (as supplemented
by the Third Supplemental Indenture thereto, dated as of February 26, 2019, the “Base Indenture”).


 


RECITALS
OF THE COMPANY


 


WHEREAS, the Company executed
and delivered the Base Indenture to the Trustee to provide, among other things, for the issuance, from time to time, of the Company’s
Securities (as defined below), in an unlimited aggregate principal amount, in one or more series to be established by the Company under,
and authenticated and delivered as provided in, the Base Indenture;


 


WHEREAS, Section 9.01(c) of
the Base Indenture provides for the Company and the Trustee to enter into supplemental indentures to the Base Indenture to establish
the form and terms of Securities of any series as contemplated by Article II of the Base Indenture;


 


WHEREAS, the Board of Directors
(as defined below) has duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture;


 


WHEREAS, pursuant to the
terms of the Base Indenture, the Company has authorized the creation and issuance under this Supplemental Indenture of its 6.125% Senior
Notes due 2025 (the “Notes”), the form and substance of such Securities and the terms, provisions and conditions thereof
to be set forth as provided in the Base Indenture and this Supplemental Indenture; and


 


WHEREAS, the Company has
requested that the Trustee execute and deliver this Supplemental Indenture, and that all requirements necessary to make (i) this
Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Notes, when executed by the Company and authenticated
and delivered by the Trustee, the valid obligations of the Company have been performed, and the execution and delivery of this Supplemental
Indenture have been duly authorized in all respects.


 


NOW, THEREFORE, THIS SUPPLEMENTAL
INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders thereof, it is mutually
agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders, as follows:


 


ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.01     Scope
of Supplemental Indenture. The changes, modifications and supplements to the Base Indenture
effected by this Supplemental Indenture shall be applicable only with respect to, and shall govern only the terms of (and only the rights
of the Holders and the obligations of the Company with respect to), the Notes, which may be issued from time to time, and shall not apply
to any other Securities that may be issued under the Base Indenture (or govern the rights of the Holders or the obligations of the Company
with respect to any such other Securities) unless a supplemental indenture with respect to such other Securities specifically incorporates
such changes, modifications and supplements. The provisions of this Supplemental Indenture shall, solely with respect to the Notes, supersede
any corresponding provisions in the Base Indenture. Subject to the preceding sentence, and except as otherwise provided herein, the provisions
of the Base Indenture shall apply to the Notes and govern the rights of the Holders of the Notes and the obligations of the Company and
the Trustee with respect thereto.


 






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Section 1.02     Definitions.
For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


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


 


(2)            all
words, terms and phrases defined in the Base Indenture (but not otherwise defined herein) shall have the same meanings as in the Base
Indenture.


 


“Agent Members”
has the meaning specified in Section 2.02(c) hereof.


 


“Applicable Procedures”
means, with respect to any matter at any time, the policies and procedures of the Depository, if any, that are applicable to such matter
at such time.


 


“Applicable Tax
Law” has the meaning specified in Section 9.13 hereof.


 


“Base Indenture”
has the meaning specified in the first paragraph of this Supplemental Indenture.


 


“Board of Directors”
means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder.


 


“Business Day”
means, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, a day other than a Saturday, Sunday or any
other day on which banking institutions in New York City or the location of the corporate trust office of the Trustee are authorized
or required by law, regulation or executive order to close.


 


“Capital Stock”
means, with respect to any entity, any and all shares, interests, participations or other equivalents (however designated, whether voting
or non-voting), including partnership or limited liability company interests, whether general or limited, in the equity of such entity
(including without limitation all warrants, options, derivative instruments, or rights of subscription or conversion relating to or affecting
Capital Stock), whether outstanding on the Issue Date or issued thereafter.


 


“Change of Control
Offer” has the meaning specified in Section 4.08(a) hereof.


 


“Change of Control
Payment” has the meaning specified in Section 4.08(b) hereof.


 


“Change of Control
Payment Date” has the meaning specified in Section 4.08(b) hereof.


 






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“Change of Control
Repurchase Event” means: (A) the acquisition by any person, including any syndicate or group deemed to be a “person”
under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or
other acquisition transaction or series of purchases, mergers or other acquisition transactions, of the Capital Stock entitling that
person to exercise more than 50% of the total voting power of all the Capital Stock entitled to vote generally in the election of the
Company’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has
the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition);
and (B) following the closing of any transaction referred to in subsection (A), neither the Company nor the acquiring or surviving
entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange,
the NYSE Amex Equities or the Nasdaq Stock Market, or listed or quoted on an exchange or quotation system that is a successor to the
New York Stock Exchange, the NYSE Amex Equities or the Nasdaq Stock Market.


 


“Close of Business”
means 5:00 p.m., New York City time.


 


“Company”
has the meaning specified in the first paragraph of this Supplemental Indenture, and subject to the provisions of Section 8.02,
shall include its successors and assigns.


 


“Corporate Trust
Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 60 Livingston Avenue St. Paul, MN 55107, Attention: Global Corporate Trust
Services.


 


“Covenant Defeasance”
has the meaning specified in Section 6.03(c) hereof.


 


“Custodian”
means the Trustee, as custodian with respect to the Notes (so long as the Notes constitute Global Securities), or any successor entity.


 


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


 


“Event of Default”
has the meaning, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, specified in Section 5.02
hereof.


 


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


 


“Form of Assignment
and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 1 to the Form of Security
attached hereto as Exhibit A.


 


“GAAP”
means generally accepted accounting principles in the United States applied consistently from time to time.


 


“Global Security”
means a Note which is executed by the Company and authenticated and delivered to the Depository or its nominee, all in accordance with
the Indenture and pursuant to a Company Order, which shall be registered in the name of the Depository or its nominee and which shall
represent the amount of book-entry Notes as specified therein.


 






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“Government Obligations”
means securities that are: (1) direct obligations of the United States of America for the payment of which its full faith and credit
is pledged; or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America;
which, in either case, are not callable or redeemable at the option of the issuer thereof, and will also include a depositary receipt
issued by a bank or trust company as custodian with respect to any Government Obligation or a specific payment of interest on or principal
of any Government Obligation held by the custodian for the account of the holder of a depositary receipt; provided that, except
as required by law, the custodian is not authorized to make any deduction from the amount payable to the holder of the depositary receipt
from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal
of the Government Obligation evidenced by the depositary receipt.


 


“Guarantee”
means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments
for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any
other Person in any manner, whether directly or indirectly, including obligations incurred through an agreement, contingent or otherwise,
by such Person:


 


(a) to purchase such
indebtedness or obligation or any property constituting security therefor;


 


(b) to advance or supply
funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other
balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the
purchase or payment of such indebtedness or obligation;


 


(c) to lease properties
or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability
of any other Person to make payment of the indebtedness or obligation; or


 


(d) otherwise to assure
the owner of such indebtedness or obligation against loss in respect thereof.


 


In any computation of the
indebtedness or other liabilities of the obligor under any Guarantee, the indebtedness or other obligations that are the subject of such
Guarantee shall be assumed to be direct obligations of such obligor.


 


“Holder”
means, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, the Person in whose name a Note is registered
in the Registrar’s books.


 


“incur”
means to, directly or indirectly, create, incur, assume, guarantee or otherwise become liable for payment of.


 


“Indenture”
means, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, the Base Indenture, as amended and supplemented
by this Supplemental Indenture, and as each may be amended or supplemented from time to time insofar as any such future amendment or
supplement applies to the Notes.


 






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“Independent Financial
Advisor” means any accounting firm, investment advisory firm, valuation firm, consulting firm, appraisal firm, investment bank,
bank, trust company or similar entity of recognized standing selected by the Company from time to time.


 


“Interest Payment
Date” means, with respect to the payment of interest on the Notes and notwithstanding anything to the contrary in Section 1.01
of the Base Indenture, each April 30 and October 30, beginning, in the case of the Notes issued on the Issue Date, on October 30,
2022.


 


“Issue Date”
means April 18, 2022.


 


“Legal Defeasance”
has the meaning specified in Section 6.03(b) hereof.


 


“Lien”
means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title
of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement
or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements,
voting trust agreements and all similar arrangements).


 


“Manager”
means Waterfall Asset Management, LLC.


 


“Maturity Date”
means, with respect to any Note and the payment of the principal amount thereof, April 30, 2025.


 


“Note”
or “Notes” has the meaning specified in the fourth paragraph of the Recitals of this Supplemental Indenture.


 


“Note Guarantor”
means any Subsidiary of the Company that Guarantees the Notes, until such Guarantee is released in accordance with the terms of the Indenture.


 


“Notes Treasury
Rate” means, with respect to any redemption date of the Notes, the yield determined by the Company in accordance with the following
two paragraphs.


 


The Notes Treasury Rate shall
be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily
by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield
or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board
of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities
 — Nominal” (or any successor caption or heading). In determining the Notes Treasury Rate, the Company shall select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date
(the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining
Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield
corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall interpolate to the
Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places;
or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the
single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant
maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,
of such Treasury constant maturity from the redemption date.


 






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If on the third business
day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate
the Notes Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City
time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity
that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but
there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity
date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States
Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing
on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall
select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to
par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time.
In determining the Notes Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable
United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount)
at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.


 


“Open of Business”
means 10:00 a.m., New York City time.


 


“Operating Partnership”
means Sutherland Partners, L.P., a Delaware limited partnership.


 


“Optional Redemption”
has the meaning specified in Section 3.03(a) hereof.


 


“Outstanding”
means, with respect to the Notes, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, any Notes authenticated
by the Trustee except:


 


(a)            Notes
cancelled by it,


 


(b)            Notes
delivered to it for cancellation; and


 


(c)            (i) Notes
replaced pursuant to Section 2.09 of the Base Indenture, on and after the time any such Note is replaced (unless the Trustee and
the Company receive proof satisfactory to them that such Note is held by a bona fide purchaser), and (ii) any and all Notes, as
of the Maturity Date, if the Paying Agent holds, in accordance with the Indenture, money sufficient to pay all of the Notes then payable,


 


provided, however, that
in determining whether the Holders of the requisite principal amount of the Outstanding Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that the Trustee shall not be deemed to
have knowledge of any such ownership and shall be protected in conclusively relying upon any such request, demand, authorization, direction,
notice, consent or waiver, unless a Responsible Officer of the Trustee has actual knowledge of such ownership, whether by receipt of
written notice or otherwise. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company
or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.


 






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“Par Call Date”
has the meaning specified in Section 3.03(a) hereof.


 


“Paying Agent”
has the meaning set forth in Section 4.02 of this Supplemental Indenture and shall be the Person authorized by the Company to pay
the principal of, interest on, Change of Control Payment of or Redemption Price of, any Notes on behalf of the Company.


 


“Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity
or Governmental Authority.


 


“Physical Securities”
means any non-Global Security issued pursuant to Section 2.03 hereof that is in certificated, fully registered form, without interest
coupons.


 


“Pricing Term Sheet”
means the Company’s Pricing Term Sheet dated April 8, 2022 related to the offering and sale of the Notes filed by the Company
with the Commission pursuant to Rule 433 under the Securities Act of 1933, as amended, on April 8, 2022.


 


“Prospectus”
means the Prospectus of the Company, dated March 21, 2022, relating to the Company’s common stock, preferred stock, depositary
shares, debt securities (including the Notes), warrants and rights.


 


“Prospectus Supplement”
means the Prospectus Supplement of the Company, dated April 8, 2022, to the Prospectus, relating to the offering and sale of the
Notes.


 


“Redemption Date”
has the meaning specified in Section 3.04(a) hereof.


 


“Redemption Notice”
has the meaning specified in Section 3.04(a) hereof.


 


“Redemption Price”
has the meaning specified in Section 3.03(a) hereof.


 


“Regular Record
Date” means, with respect to any Interest Payment Date, the April 15 and October 15 (whether or not a Business Day),
as the case may be, immediately preceding such Interest Payment Date.


 






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“Responsible Officer”
means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter relating to the Indenture is referred because of such person’s knowledge of and familiarity with the particular subject
and who shall, in each case, have direct responsibility for the administration of the Indenture.


 


“Security”
or “Securities” means the Company’s debentures, notes or other evidences of unsecured indebtedness to be issued
in one or more series pursuant to the Base Indenture, and includes the Notes.


 


“Significant Subsidiary”
means, with respect to any Person, a Subsidiary of such Person that would constitute a “significant subsidiary” as such term
is defined in Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act.


 


“Subsidiary”
means, with respect to any Person and at any time, any other Person if more than 50% of the total combined voting power of all of such
other Person’s outstanding Voting Stock is at the time owned, directly or indirectly, by such referent Person and/or one or more
other Subsidiaries of such referent Person. For purposes of clarity, it is understood and agreed that, anything in the Indenture to the
contrary notwithstanding, variable interest entities (within the meaning of GAAP) shall not be deemed to be Subsidiaries of any Person.


 


“Successor Company”
has the meaning specified in Section 8.02(a) hereof.


 


“Supplemental Indenture”
has the meaning specified in the first paragraph hereof.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this Supplemental Indenture until a successor Trustee shall
have become such pursuant to the applicable provisions of the Indenture, and thereafter “Trustee” shall mean or include each
Person who is then a Trustee hereunder.


 


“U.S.”
or “United States” means the United States of America.


 


“U.S. Dollars”
means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public
and private debts.


 


Section 1.03     References
to Principal. Unless the context otherwise requires, any reference to the principal of, or the
principal amount of, any Security or Note in the Base Indenture or this Supplemental Indenture shall be deemed to include the Redemption
Price and/or the Change of Control Payment, if, in such context, the Redemption Price and/or Change of Control Payment (as applicable)
is, was or would be payable in accordance with Article III or Section 4.08, as applicable. Unless the context otherwise requires,
any express mention of the Redemption Price or the Change of Control Payment in any provision hereof shall not be construed as excluding
the Redemption Price or the Change of Control Payment, as applicable, in those provisions hereof where such express mention is not made.


 






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ARTICLE II

THE SECURITIES


 


Section 2.01     Title
and Terms; Payments.


 


(a)            Establishment;
Designation. Pursuant to Section 2.02 of the Base Indenture, there is hereby established and authorized a new series of Securities
under the Indenture, which series of Securities shall be designated the “6.125% Senior Notes due 2025.”


 


(b)            Initial
Issuance. Subject to Section 2.01(c) hereof, the aggregate principal amount of Notes that may be authenticated and delivered
under the Indenture is limited to $120,000,000.00 (except for Notes authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Notes pursuant to Sections 2.08, 2.09 and 2.11 of the Base Indenture and Sections 3.04(f) and
4.08(d) hereof).


 


(c)            Further
Issues. The Company may, without notice to, or the consent of, the Holders, issue additional Notes in an unlimited aggregate principal
amount under the Indenture ranking equally and ratably with, and with the same terms as, the Notes issued on the Issue Date except with
respect to issue date, issue price and, if applicable, the date from which interest will accrue; provided, that if any
such additional Notes are not fungible with the Notes issued on the Issue Date for United States federal income tax purposes, such additional
Notes will have separate CUSIP and ISIN numbers from the Notes issued on the Issue Date. Any such additional Notes will, for all purposes
of the Indenture, including waivers, amendments and offers to purchase, be treated as part of the same series of Securities as the Notes
issued on the Issue Date.


 


(d)            Purchases.
The Company and its Subsidiaries may from time to time purchase Notes in open market purchases in negotiated transactions or otherwise
without giving prior notice to, or obtaining any consent of, the Holders. Any Notes purchased by the Company or any of its Subsidiaries
pursuant to the foregoing sentence or otherwise will be retired and will no longer be Outstanding under the Indenture.


 


(e)              Denominations.
Pursuant to Section 2.02 of the Base Indenture, and notwithstanding Section 2.03 of the Base Indenture, the Notes will be issued
only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


Section 2.02     Forms.


 


(a)            In
General. Pursuant to Section 2.01 of the Base Indenture, the Notes will be substantially in the forms set forth in Exhibit A
hereto, and may include such insertions, omissions, substitutions and other variations as are required or permitted by the Indenture,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required
to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such
Notes, as evidenced by their execution of the Notes.


 






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Notwithstanding Section 2.01(b) of
the Base Indenture, each Note will bear a Trustee’s certificate of authentication substantially in the form included in Exhibit A
hereto. Each Note will also bear the Form of Assignment and Transfer.


 


Any Note that is a Global
Security will bear a legend substantially in the form of the legend set forth in Exhibit A hereto and shall also bear the “Schedule
of Increases and Decreases of Global Security” set forth in Annex A to Exhibit A hereto.


 


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


 


(b)            Depository.
The Company hereby initially appoints The Depository Trust Company as the Depository for the Notes. The Notes shall initially be issued
in the form of one or more Global Securities (i) registered in the name of Cede & Co., as nominee of the Depository, and
(ii) delivered to the Custodian. So long as the Notes are eligible for book-entry settlement with the Depository, unless otherwise
required by law, and except to the extent provided in Section 2.03(c)(1) through (3) hereof, all Notes will be represented
by one or more Global Securities.


 


(c)            Global
Securities. Each Global Security will represent the aggregate principal amount of the then Outstanding Notes endorsed thereon and
provide that it represents such aggregate principal amount of the then Outstanding Notes, which aggregate principal amount may, from
time to time, be reduced or increased to reflect transfers, exchanges, redemptions, repurchases or purchases by the Company and cancellations
of the Notes represented thereby.


 


Only the Trustee, or the
Custodian holding such Global Security for the Depository, at the direction of the Trustee, may endorse a Global Security to reflect
the amount of any increase or decrease in the aggregate principal amount of the then Outstanding Notes represented thereby, and whenever
the Holder of a Global Security delivers instructions to the Trustee to increase or decrease the aggregate principal amount of the then
Outstanding Notes represented by a Global Security in accordance with the Indenture and the Applicable Procedures, the Trustee, or the
Custodian holding such Global Security for the Depository, at the direction of the Trustee, will endorse such Global Security to reflect
such increase or decrease in the aggregate principal amount of the then Outstanding Notes represented thereby. None of the Trustee, the
Company or any agent of the Trustee or the Company will have any responsibility or bear any liability for any aspect of the records relating
to or payments made on account of the ownership of any beneficial interest in a Global Security or with respect to maintaining, supervising
or reviewing any records relating to such beneficial interest.


 


Members of, or participants
in, the Depository (“Agent Members”) shall have no rights under the Indenture with respect to any Global Security
held on their behalf by the Depository, or the Custodian, or under any Global Security, and Cede & Co., or such other person
designated by the Depository as its nominee, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as
the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization
furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing
the exercise of the rights of any Holder or beneficial owner of any Note.


 






    10


     


    

 


Section 2.03     Transfer
and Exchange.


 


(a)            In
General. Notwithstanding anything to the contrary in Article II of the Base Indenture, the Company is not required to transfer
or exchange any Notes or portions thereof that have been surrendered for purchase in accordance with Section 4.08 hereof (unless
the related Change of Control Offer is withdrawn) or that have been called for redemption in accordance with the provisions of Article III
hereof, and a written form of transfer substantially in the form of the Form of Assignment and Transfer will be deemed to be a written
instrument of transfer satisfactory to the Company and the Registrar.


 


At such time as all interests
in a Global Security have been purchased, cancelled or exchanged for Notes in certificated form, such Global Security shall, upon receipt
thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depository and the Custodian
for the Global Security. At any time prior to such cancellation, if any interest in a Global Security is purchased, cancelled or exchanged
for Notes in certificated form, the principal amount of such Global Security shall, in accordance with the standing procedures and instructions
existing between the Depository and the Custodian for the Global Security, be appropriately reduced, and an endorsement shall be made
on such Global Security, by the Trustee or the Custodian for the Global Security, at the direction of the Trustee, to reflect such reduction.


 


(b)            Global
Securities. Notwithstanding anything to the contrary in Section 2.08 of the Base Indenture, every transfer and exchange of a
beneficial interest in a Global Security will be effected through the Depository in accordance with the Applicable Procedures and the
provisions of the Indenture, and each Global Security may be transferred only as a whole and only (A) by the Depository to a nominee
of the Depository, (B) by a nominee of the Depository to the Depository or to another nominee of the Depository, or (C) by
the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.


 


(c)            Holders
Deemed Owners. Prior to due presentment of a Note for registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Note is registered as the absolute owner of such Note for all purposes, including
for the purpose of receiving payment of principal of and any interest (subject to Section 2.13 of the Base Indenture) on such Note
at the Maturity Date, in connection with a Change of Control Offer, or for the purpose of distributing notices to Holders or soliciting
the consent of Holders, whether or not such Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.


 






    11


     


    

 


Notwithstanding anything
to the contrary in Section 2.08 of the Base Indenture:


 


(1)            Each
Global Security will be exchanged for Physical Securities if the Depository delivers notice to the Company in writing that the Depository
is unwilling or unable to continue to act as Depository or the Depository ceases to be a clearing agency registered under the Exchange
Act, and, in each case, the Company fails to appoint a successor Depository within 90 days after receiving notice from the Depository
or becoming aware that the Depository has ceased to be so registered, as the case may be.


 


(2)            If
an Event of Default has occurred and is continuing, any owner of a beneficial interest in a Global Security may exchange such beneficial
interest for Physical Securities by delivering a written request to the Registrar.


 


(3)            If
the Company notifies the Trustee that it has elected to exchange all or part of a Global Security for Physical Securities, the Company
may exchange all beneficial interests in such Global Security (or portion thereof) for Physical Securities by delivering a written request
to the Registrar.


 


In the case of an exchange
for Physical Securities under clause (1) above:


 


(A)            each
Global Security will be deemed surrendered to the Trustee for cancellation;


 


(B)            the
Trustee will cause each Global Security to be cancelled in accordance with the Applicable Procedures; and


 


(C)            the
Company, in accordance with Section 2.04 of the Base Indenture, will promptly execute, and, upon receipt of a request of the Company,
the Trustee, in accordance with Section 2.04 of the Base Indenture, will promptly authenticate and deliver, for each beneficial
interest in each Global Security so exchanged, an aggregate principal amount of Physical Securities equal to the aggregate principal
amount of such beneficial interest, registered in such names and in such authorized denominations as the Depository specifies, and bearing
any legends that such Physical Securities are required to bear under the Indenture.


 


In the case of an exchange
for Physical Securities under clause (2) above:


 


(A)            the
Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the owner of the beneficial
interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP of the relevant Global Security, in
each case if and as such information is provided to the Registrar by the Depository;


 


(B)            the
Company, in accordance with Section 2.04 of the Base Indenture, will promptly execute, and, upon receipt of a request of the Company,
the Trustee, in accordance with Section 2.04 of the Base Indenture, will promptly authenticate and deliver to such owner, for the
beneficial interest so exchanged by such owner, Physical Securities registered in such owner’s name having an aggregate principal
amount equal to the aggregate principal amount of such beneficial interest and bearing any legends that such Physical Securities are
required to bear under the Indenture; and


 






    12


     


    

 


(C)            the
Registrar, in accordance with the Applicable Procedures, will cause the principal amount of such Global Security to be decreased by the
aggregate principal amount of the beneficial interest so exchanged. If all of the beneficial interests in a Global Security are so exchanged,
such Global Security will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause such Global Security to be
cancelled in accordance with the Applicable Procedures.


 


In the case of an exchange
for Physical Securities under clause (3) above:


 


(A)            the
Company will deliver notice of such request to the Registrar and the Trustee, which notice will identify each owner of a beneficial interest
to be exchanged, the aggregate principal amount of each such beneficial interest and the CUSIP of the relevant Global Security;


 


(B)            the
Company, in accordance with Section 2.04 of the Base Indenture, will promptly execute, and, upon receipt of a request of the Company,
the Trustee, in accordance with Section 2.04 of the Base Indenture, will promptly authenticate and deliver to each such beneficial
owner, Physical Securities registered in such beneficial owner’s name having an aggregate principal amount equal to the aggregate
principal amount of its exchanged beneficial interest and bearing any legends that such Physical Securities are required to bear under
the Indenture; and


 


(C)            the
Registrar, in accordance with the Applicable Procedures, will cause the principal amount of each relevant Global Security to be decreased
by the aggregate principal amount of the beneficial interests so exchanged. If all of the beneficial interests in a Global Security are
so exchanged, such Global Security will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause such Global
Security to be cancelled in accordance with the Applicable Procedures.


 


In each of the cases described
in clauses (1), (2) and (3) above, the Company may rely on the Depository to provide all names of beneficial owners and their
respective principal amounts beneficially owned and may issue Physical Securities registered in the names and amounts so provided by
the Depository.


 


(d)            Physical
Securities. Except to the extent otherwise provided in Section 2.03(a) hereof, Physical Securities may be transferred or
exchanged in accordance with Section 2.08 of the Base Indenture.


 


Section 2.04     Payments
on the Notes.


 


(a)            In
General. Subject to Section 2.04(d), each Note will accrue interest at a rate equal to 6.125% per annum from the most recent
date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including
April 18, 2022. Interest on a Note will cease to accrue upon the earliest of the Maturity Date, subject to the provisions of Article III
hereof, any Redemption Date for such Note and, subject to the provisions of Section 4.08 hereof, any Change of Control Payment Date
for such Note. Interest on any Note will be payable semi-annually in arrears on each Interest Payment Date (beginning, in the case of
the Notes issued on the Issue Date, on October 30, 2022) to the Holder of such Note as of the Close of Business on the Regular Record
Date immediately preceding the applicable Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.


 






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The Notes will mature on
the Maturity Date, and on the Maturity Date, each Holder of a then Outstanding Note will be entitled on such date to receive $1,000 in
cash for each $1,000 in principal amount of then Outstanding Notes held, together with accrued and unpaid interest to, but not including,
the Maturity Date on such then Outstanding Notes.


 


Notwithstanding anything
to the contrary, if the Maturity Date or any Interest Payment Date, Redemption Date or Change of Control Payment Date falls, or if any
payment, delivery, notice or other action by the Company under the Indenture or the Notes is otherwise due, on a day that is not a Business
Day, then any action to be taken on such date need not be taken on such date, but may be taken on the immediately following Business
Day with the same force and effect as if taken on the original due date. Such payment will not result in a Default and no additional
interest will accrue and no Default shall occur on account of such delay.


 


(b)            Method
of Payment. The Company will pay the principal of, the Change of Control Payment for, and the Redemption Price for, with respect
to, any Physical Security to the Holder of such Physical Security in cash at the designated office of the Paying Agent in Saint Paul,
Minnesota prior to the Open of Business on the relevant payment date. The Company will pay any interest on any Physical Security to the
Holder of such Physical Security (i) if such Holder holds $2,000,000 or less aggregate principal amount of Notes, by check mailed
to such Holder’s registered address, and (ii) if such Holder holds more than $2,000,000 aggregate principal amount of Notes,
(A) by check mailed to such Holder’s registered address or, (B) if such Holder delivers to the Registrar a written request
that the Company make such payments by wire transfer to an account of such Holder within the United States, for each Interest Payment
Date occurring during the period beginning on the date on which such Holder delivered such request and ending on the date, if any, on
which such Holder delivers to the Registrar a written instruction to the contrary, by wire transfer of immediately available funds to
the account specified by such Holder, provided such Holder is the Holder of such Physical Security as of the Close of Business on the
related Regular Record Date.


 


The Company will pay the
principal of, interest on, the Change of Control Payment for and the Redemption Price for, any Global Security to the Depository by wire
transfer of immediately available funds on the relevant payment date in accordance with Applicable Procedures.


 


(c)            Defaulted
Payments. The Company shall pay any interest on the Notes that is payable, but is not punctually paid or duly provided for, on the
applicable Interest Payment Date, in accordance with Section 2.13 of the Base Indenture.


 


(d)            Interest
Rate Adjustment of the Notes Based on Certain Rating Events. The initial annual interest rate on the Notes of 6.125% per annum is
subject to adjustment from time to time based on changes to the ratings of the Notes by one or more NRSROs (as defined below). The annual
interest rate on the Notes will increase by 0.50% in excess of the initial rate beginning on the first day of any six-month interest
period if as of such day the Notes have either a Non-IG Rating (as defined below) or no rating from any NRSRO. In the event the annual
interest rate on the Notes increases due to one or more downgrades, the annual interest rate will revert to the initial interest rate
of 6.125% beginning on the first day of any six-month interest period if as of such day the Notes have been upgraded from a Non-IG Rating
to a Triple-B Rating or better.


 






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A “Triple-B Rating”
will occur as of the last day of the immediately preceding six-month interest period (i) assuming the Notes are rated by only one
NRSRO, the then most recent rating from such NRSRO is no lower than a BBB- and no higher than a BBB+, (ii) assuming the Notes are
rated by only two NRSROs, the then lower of the most recent ratings from such NRSROs is no lower than a BBB- and no higher than a BBB+,
or (iii) assuming the Notes are rated by three or more NRSROs, the then second lowest of the most recent ratings from such NRSROs
is no lower than a BBB- and no higher than a BBB+.


 


A “Non-IG Rating”
will occur if as of the last day of the immediately preceding six-month interest period (i) assuming the Notes are rated by only
one NRSRO, the then most recent rating from such NRSRO is BB+ or lower, (ii) assuming the Notes are rated by only two NRSROs, the
then lower of the most recent ratings from such NRSROs is a BB+ or lower, or (iii) assuming the Notes are rated by three or more
NRSROs, the then second lowest of the most recent ratings from such NRSROs is a BB+ or lower.


 


The ratings categories referred
to in the preceding definitions are those used by Egan-Jones Ratings Company but are deemed to refer also to the equivalent ratings of
any other NRSRO.


 


“NRSRO”
means a Nationally Recognized Statistical Rating Organization as defined pursuant to Section 3(a)(62) of the Exchange Act, including
but not limited to Egan-Jones Ratings Company, in each case, whose ratings for senior indebtedness of issuers similar to the Company
are authorized for use with, and recognized by, the Securities Valuation Office of the National Association of Insurance Commissioners
(the “SVO”) and which rating shall (a) specifically describe the Notes, including their interest rate, maturity
and CUSIP and (b) in the event such rating is a “private letter rating” (i) address the likelihood of payment of
both the principal and interest of such Notes (which requirement shall be deemed satisfied if the rating is silent as to the likelihood
of payment of both principal and interest and does not otherwise include any indication to the contrary), (ii) not include any prohibition
against sharing such evidence with the SVO or any other regulatory authority having jurisdiction over the Holders of the Notes, and (iii) include
such other information describing the relevant terms of the Notes as may be required from time to time by the SVO or any other regulatory
authority having jurisdiction over the Holders of the Notes.


 


If the interest rate on the
Notes is increased as described above, the term “interest,” as used with respect to the Notes, will be deemed to include
any such additional interest unless the context otherwise requires.


 


Promptly upon determination
that an adjustment to the interest rate on the Notes is required, the Company will inform the Trustee in writing of the occurrence of
such adjustment and the interest rate or margin payable for the next interest period. Absent manifest error, the determination of the
interest rate or margin by the Company shall be binding and conclusive on the Holders, the Trustee, the Calculation Agent and the Company.


 






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The Trustee shall not be
responsible for and makes no representation as to any act or omission of any NRSRO or any rating with respect to the Notes. The Trustee
shall have no obligation to independently determine or verify if any event has occurred or notify the Holders of any event dependent
upon the rating of the Notes, or if the rating on the Notes has been changed, suspended or withdrawn by any NRSRO.


 


ARTICLE III

OPTIONAL REDEMPTION


 


Section 3.01     Applicability
of Article III of the Base Indenture.


 


(a)            Article III
of the Base Indenture shall not apply to the Notes. Instead, the provisions of this Article III shall, with respect to the Notes,
supersede in its entirety Article III of the Base Indenture.


 


Section 3.02     [Reserved].


 


Section 3.03     Redemption.


 


(a)            Prior
to January 30, 2025 (three months prior to their maturity date) (the “Par Call Date”), the Company may redeem
the Notes at its option, in whole or in part, at any time and from time to time at a redemption price (expressed as a percentage of principal
amount and rounded to three decimal places) equal to the greater of:


 


(1) (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on
the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Notes Treasury Rate plus
50 basis points, less (b) interest accrued to (but not including) the redemption date, and


 


(2) 100% of the principal amount of the
Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to (but not including) the redemption date of the Notes.


 


On or after the Par Call
Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of
the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to (but not including) the redemption date.


 


A redemption of the Notes,
in whole or in part, pursuant to this Section 3.03(a) is referred to herein as an “Optional Redemption”
and the applicable redemption price for such redemption is referred to herein as the “Redemption Price.”


 


(b)            Notwithstanding
Section 3.03(a), interest due on any Note on an Interest Payment Date falling on or prior to a Redemption Date will be payable to
Holders at the Close of Business on the record date for such Interest Payment Date.


 






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Section 3.04     Notice
of Redemption; Selection of Notes. (a) If the Company wishes to exercise its right to redeem
all or, as the case may be, any part of the Notes pursuant to Section 3.03, it shall fix a date for redemption (each, a “Redemption
Date”), and it or, at its written request received by the Trustee not less than five calendar days prior to the date of the
Redemption Notice (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense
of the Company, shall provide notice of such redemption (a “Redemption Notice”) not less than thirty (30) nor more
than sixty (60) calendar days prior to the Redemption Date by mail or electronic delivery to each Holder of Notes so to be redeemed as
a whole or in part at its last address as the same appears on the books of the Registrar. The Redemption Date must be a Business Day.


 


(b)            The
Redemption Notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. In any case, failure to give such Redemption Notice or any defect in the Redemption Notice to the Holder
of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any
other Note.


 


(c)            Each
Redemption Notice shall specify:


 


(i)            the
Redemption Date;


 


(ii)            the
Redemption Price;


 


(iii)            that
on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if
any, shall cease to accrue on and after the Redemption Date;


 


(iv)            the
place or places where such Notes are to be surrendered for payment of the Redemption Price;


 


(v)            the
CUSIP and ISIN or other similar numbers, if any, assigned to such Notes; and


 


(vi)            if
fewer than all of the Outstanding Notes are to be redeemed, and in such case any Note is redeemed in part only, the portion of the principal
amount thereof to be redeemed and that on and after the Redemption Date, upon surrender of such Note, a new Note in principal amount
equal to the unredeemed portion thereof shall be issued.


 


(d)            A
Redemption Notice shall be irrevocable.


 


(e)            If
fewer than all of the Outstanding Notes are to be redeemed, the Notes shall be selected for Optional Redemption (in principal amounts
of $1,000 or multiples thereof) by such method the Trustee deems fair and appropriate and as is required by the Depository pursuant to
the Applicable Procedures, provided that such method complies with the rules of any securities exchange on which the Notes are listed.


 


(f)            In
the event of any redemption in part, the Company shall not be required to register the transfer of or exchange any Note so selected for
redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part. Upon surrender of a Note that is redeemed
in part, the Company shall execute and the Trustee will authenticate and deliver to the Holder, at the Company’s expense, a new
Note in a principal amount equal to the principal amount of the unredeemed portion of the Note which was surrendered.


 






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Section 3.05     Payment
of Notes Called for Redemption. (a) If any Redemption Notice has been given in respect
of the Notes in accordance with Section 3.04, the Notes shall become due and payable on the Redemption Date at the place or places
stated in the Redemption Notice and at the applicable Redemption Price. On presentation and surrender of the Notes at the place or places
stated in the Redemption Notice, the Notes shall be paid and redeemed by the Company at the applicable Redemption Price.


 


(b)            Prior
to the Open of Business on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company or a Subsidiary of
the Company is acting as the Paying Agent, shall segregate and hold in trust an amount of cash (in immediately available funds if deposited
on the Redemption Date), sufficient to pay the Redemption Price of all of the Notes to be redeemed on such Redemption Date. Subject to
receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made on the Redemption Date for such Notes. The Paying
Agent shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Redemption
Price. 





 


Section 3.06     Restrictions
on Redemption. (a) The Company may not redeem any Notes on any date if the principal amount
of the Notes has been accelerated in accordance with the terms of the Indenture, and such acceleration has not been rescinded, on or
prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption
Price with respect to such Notes).


 


ARTICLE IV

PARTICULAR COVENANTS OF THE COMPANY


 


Section 4.01     Payment
of Principal, Interest, Change of Control Payment and Redemption Price. Section 4.01
of the Base Indenture shall not apply with respect to the Notes. Instead, this Section 4.01 shall, solely with respect to the Notes,
replace Section 4.01 of the Base Indenture in its entirety.


 


The Company covenants and
agrees that it will cause to be paid the principal of (including the Change of Control Payment and the Redemption Price, if applicable),
and accrued and unpaid interest, if any, on each of the Notes at the places, at the respective times and in the manner provided herein
and in the Notes.


 


Section 4.02     Maintenance
of Office or Agency. Section 2.05 of the Base Indenture shall not apply with respect to
the Notes. Instead, this Section 4.02 shall, solely with respect to the Notes, replace Section 2.05 of the Base Indenture in
its entirety and references in the Base Indenture to Section 2.05 of the Base Indenture shall be deemed replaced with references
to this Section 4.02.


 


The Company will maintain
in the United States of America an office or agency where (a) the Notes may be presented or surrendered for registration of transfer
or for exchange (the “Registrar”), (b) the Notes may be presented or surrendered for payment (the “Paying
Agent”) or (c) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If
at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office or the office or agency
of the Trustee.


 






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The Company may also from
time to time designate co-Registrars or 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; provided that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The
term “Paying Agent” includes any such additional or other offices or agencies designated for the presentation or surrender
of the Notes for payment.


 


The Company hereby initially
designates the Trustee as the Paying Agent, Registrar and Custodian, and the Corporate Trust Office, which shall be in the continental
United States, shall be considered as one such office or agency of the Company for each of the aforesaid purposes.


 


With respect to any Global
Security, the Corporate Trust Office of the Trustee or any Paying Agent shall be the place of payment where such Global Security may
be presented or surrendered for payment or for registration of transfer or exchange, or where successor Notes may be delivered in exchange
therefor; provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the
Applicable Procedures of the Depository for such Global Security shall be deemed to have been effected at the place of payment for such
Global Security in accordance with the provisions of the Indenture.


 


Section 4.03     Appointments
to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill
a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.08 of the Base Indenture, a Trustee, so that
there shall at all times be a Trustee hereunder.


 


Section 4.04     Provisions
as to Paying Agent. Section 2.06 of the Base Indenture shall not apply with respect to
the Notes. Instead, this Section 4.04 shall, solely with respect to the Notes, replace Section 2.06 of the Base Indenture in
its entirety and references in the Base Indenture to Section 2.06 of the Base Indenture shall be deemed replaced with references
to this Section 4.04.


 


(a)            If
the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:


 


(i)            that
it will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, the Change
of Control Payment for, and the Redemption Price for, the Notes in trust for the benefit of the holders of the Notes;


 






    19


     


    

 


(ii)            that
it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of, accrued and unpaid interest,
if any, on, the Change of Control Payment for, or the Redemption Price for, the Notes when the same shall be due and payable; and


 


(iii)            that
at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums
so held in trust.


 


The Company shall, on or
before each due date of the principal of, accrued and unpaid interest, if any, on, Change of Control Payment for, and the Redemption
Price for, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal, accrued and unpaid interest, Change of Control
Payment or Redemption Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of any failure to take such action, provided that, if such deposit is made on the due date, such deposit must be received by the Paying
Agent by Open of Business on such date.


 


(b)            If
the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, accrued and unpaid interest,
if any, on, Change of Control Payment for or Redemption Price for, the Notes, set aside, segregate and hold in trust for the benefit
of the Holders of the Notes a sum sufficient to pay such principal, accrued and unpaid interest, if any, on, Change of Control Payment
or Redemption Price, as the case may be, so becoming due and will promptly notify the Trustee in writing of any failure to take such
action and of any failure by the Company to make any payment of the principal of, accrued and unpaid interest on, Change of Control Payment
for or Redemption Price for, the Notes when the same shall become due and payable.


 


(c)            Anything
in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction
and discharge of the Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company
or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained
and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all
further liability with respect to such sums.


 


Section 4.05     Reports.
Section 4.02 of the Base Indenture shall not apply with respect to the Notes. Instead, this Section 4.05 shall, solely
with respect to the Notes, replace Section 4.02 of the Base Indenture in its entirety.


 


(a)            The
Company will file with the Trustee, within fifteen (15) days after it files the same with the SEC, copies of the quarterly and annual
reports and of the information, documents and other reports, if any, that it is required to file with the Commission pursuant to Section 13
or 15(d) of the Exchange Act, and to otherwise comply with Section 314(a) of the Trust Indenture Act. Any such report,
information or document that the Company files with the Commission through the EDGAR system (or any successor thereto) will be deemed
to be delivered to the Trustee for the purposes of this Section 4.05 at the time of such filing through the EDGAR system (or such
successor thereto); provided, however, that the Trustee shall have no obligation whatsoever to determine whether
or not such filing has occurred.


 






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(b)            Delivery
of any such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt
of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee
may rely exclusively on Officers’ Certificates).


 


Section 4.06     Statements
as to Defaults. The Company shall deliver to the Trustee, as soon as possible, and in any event
within thirty days after the Company becomes aware of the occurrence of any Default or Event of Default, an Officers’ Certificate
setting forth the details of such Default or Event of Default, its status and the action that the Company proposes to take with respect
thereto. Such Officers’ Certificate shall also comply with any additional requirements set forth in Section 4.04 of the Base
Indenture.


 


Section 4.07     Financial
Covenants. The Company will not permit:


 


(a) the Recourse Debt
to Equity Ratio (the “Recourse Ratio”) as of the last day of each of its fiscal quarters to exceed 4.0 to 1.0; and


 


(b) Consolidated Net
Asset Value, as of the last day of each of its fiscal quarters, to be less than the sum of (i) $960,000,000 plus (ii) the
greater of (x) zero dollars and (y) 75% of Net Equity Capital Activity.


 


Solely for the purposes of
this Section 4.07, the following terms have the respective meanings specified below:


 


“Capital Lease”
means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.


 


“Capital Stock”
means:


 


(a) with respect to
any Person other than a business trust, any and all shares, interests, participations or other equivalents (however designated and whether
or not voting) of or in its corporate stock, membership interests, partnership interests, or other equity interests, as applicable; and


 


(b) with respect to
any Person that is a business trust, any and all beneficial ownership interests (however designated and whether or not voting) in such
Person;


 


in each case including each
class or series of common stock (or other equity interest) and Preferred Stock of such Person but in each case excluding any Indebtedness
or debt securities convertible into or exchangeable for, or any options, warrants, contracts or other securities (including derivative
instruments) exercisable or exchangeable for, convertible into or otherwise for or relating to the purchase or sale of, any of the items
referred to in clauses (a) or (b) above.


 






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“Consolidated Net
Asset Value” means, as of any date of determination with respect to the Company and its Subsidiaries, total assets as determined
in accordance with GAAP as of such date less the Total Liabilities as of such date.


 


“Credit Enhancement
Agreements” means, collectively, any documents, instruments, guarantees or agreements entered into by the Company, any of its
Subsidiaries or any Securitization Entity for the purpose of providing credit support (that is reasonable and customary for such Indebtedness
under then-prevailing market terms for such Indebtedness) with respect to any Non-Recourse Indebtedness or Securitization Indebtedness
permitted (or not prohibited) by the Indenture.


 


“Governmental Authority”
means


 


(a) the government of


 


(i) the United
States of America or any state or other political subdivision thereof, or


 


(ii) any other
jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any
properties of the Company or any Subsidiary, or


 


(b) any entity exercising
executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.


 


“Indebtedness”
with respect to any Person means, at any time, without duplication,


 


(a) its liabilities
for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;


 


(b) its liabilities
for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business
but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such
property);


 


(c) (i) all liabilities
appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which would appear
on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital
Leases;


 


(d) all liabilities
for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise
become liable for such liabilities);


 


(e) all its liabilities
in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial
institutions (whether or not representing obligations for borrowed money);


 






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(f) the aggregate Swap
Termination Value of all Swap Contracts of such Person; and


 


(g) any Guarantee of
such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.


 


Indebtedness of any Person
shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person
remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.


 


“Lien”
means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title
of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement
or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements,
voting trust agreements and all similar arrangements).


 


“Material”
means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries
taken as a whole.


 


“Net Equity Capital
Activity” means the aggregate net cash proceeds from the sale of the Company’s perpetual equity interests (either common
or preferred) at any time after the date of this Supplemental Indenture, plus the aggregate principal amount of Indebtedness net of financing
costs resulting from the conversion of Indebtedness into perpetual equity securities at the time of conversion at any time after the
date of this Supplemental Indenture, less the aggregate amount paid by the Company after the date of this Supplemental Indenture to repurchase
its perpetual equity interests.


 


“Non-Recourse Indebtedness”
means any Indebtedness of the Company or any of its Subsidiaries:


 


(a) that is advanced
to finance the acquisition of Securitization Assets or other assets and secured only by the assets to which such Indebtedness relates
(or by a pledge of equity in the Securitization Entity owning such assets) without recourse to the Company or any of its Subsidiaries
(excluding any such Subsidiary that is a Securitization Entity or that owns no Material assets (as determined by the Company in good
faith) other than its interest in a Securitization Entity and, in each case, is a borrower, guarantor, pledgor or other obligor of such
Indebtedness) (other than recourse pursuant to Standard Recourse Undertakings, unless, until and for so long as (but solely for purposes
of the Recourse Ratio covenant) a claim for payment or performance has been made under any such Standard Recourse Undertakings (which
has not been satisfied or waived) at which time the obligations with respect to any such Standard Recourse Undertakings shall (solely
for purposes of such covenant) not be considered Non-Recourse Indebtedness to the extent, and only to the extent, that such claim is
a liability (for GAAP purposes) of the Company or any of its Subsidiaries (excluding any such Subsidiary that is a Securitization Entity
or that owns no Material assets (as determined by the Company in good faith) other than its interest in a Securitization Entity and,
in each case, is a borrower, guarantor, pledgor or other obligor of such Indebtedness));


 






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(b) that is advanced
to any Subsidiaries or group of Subsidiaries of the Company formed for the sole purpose of acquiring or holding Securitization Assets
or other assets (directly or indirectly) against which Indebtedness is incurred that is made without recourse to, and with no cross-collateralization
against, any assets of the Company or any of its Subsidiaries (excluding any such Subsidiary that is a Securitization Entity or that
owns no Material assets (as determined by the Company in good faith) other than its interest in a Securitization Entity and, in each
case, is a borrower, guarantor, pledgor or other obligor of such Indebtedness) (other than recourse pursuant to Standard Recourse Undertakings,
unless, until and for so long as (but solely for purposes of the Recourse Ratio covenant) a claim for payment or performance has been
made under any such Standard Recourse Undertakings (which has not been satisfied or waived) at which time the obligations with respect
to any such Standard Recourse Undertakings shall (solely for purposes of such covenant) not be considered Non-Recourse Indebtedness to
the extent, and only to the extent, that such claim is a liability (for GAAP purposes) of the Company or any of its Subsidiaries (excluding
any such Subsidiary that is a Securitization Entity or that owns no Material assets (as determined by the Company in good faith) other
than its interest in a Securitization Entity and, in each case, is a borrower, guarantor, pledgor or other obligor of such Indebtedness));


 


(c) in respect of which
recourse for payment is contractually limited to specific assets of the Company or any of its Subsidiaries encumbered by a Lien securing
such Indebtedness (other than recourse pursuant to Standard Recourse Undertakings, unless, until and for so long as (but solely for purposes
of the Recourse Ratio covenant) a claim for payment or performance has been made under any such Standard Recourse Undertakings (which
has not been satisfied or waived) at which time the obligation with respect to any such Standard Recourse Undertakings shall (solely
for purposes of such covenant) not be considered Non-Recourse Indebtedness to the extent, and only to the extent, that such claim is
a liability (for GAAP purposes) of the Company or any of its Subsidiaries (excluding any such Subsidiary that is a Securitization Entity
or that owns no Material assets (as determined by the Company in good faith) other than its interest in a Securitization Entity and,
in each case, is a borrower, guarantor, pledgor or other obligor of such Indebtedness)); and


 


(d) customary completion
or budget guarantees provided to lenders in connection with any of the foregoing clauses (a) through (c) in the ordinary course
of business unless, until and for so long as (but solely for purposes of the Recourse Ratio covenant) a claim for payment or performance
has been made at which time the obligations shall (solely for purposes of such covenant) not be considered Non-Recourse Indebtedness
to the extent, and only to the extent, that such claim is a liability (for GAAP purposes) of the Company or any of its Subsidiaries.


 


For the purposes of clarity,
it is understood and agreed that, solely for purposes of the Recourse Ratio covenant, if the payment of any Indebtedness that would otherwise
constitute Non-Recourse Indebtedness is guaranteed in part but not in whole by the Company or a Subsidiary of the Company in such manner
that the portion of such Indebtedness so guaranteed no longer constitutes Non-Recourse Indebtedness, then (solely for the purposes of
such covenant) the portion of the Indebtedness so guaranteed shall be deemed to constitute Recourse Indebtedness and the remainder of
such Indebtedness shall be deemed to constitute Non-Recourse Indebtedness.


 






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“Preferred Stock”
means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of
such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.


 


“Recourse Debt to
Equity Ratio” means, as of any date of determination, with respect to the Company and its Subsidiaries, the ratio of (a) Recourse
Indebtedness outstanding on such date to (b) Tangible Capital Base as of such date, determined on a consolidated basis in accordance
with GAAP.


 


“Recourse Indebtedness”
means all Indebtedness other than Non-Recourse Indebtedness and Securitization Indebtedness.


 


“Securitization”
means a public or private transfer, sale or financing of servicing advances, mortgage loans, installment contracts, other loans and related
assets, accounts receivable, real estate assets, mortgage receivables and any other assets capable of being securitized (collectively,
 “Securitization Assets”) by which the Company and/or any of its Subsidiaries directly or indirectly securitizes a pool of
specified Securitization Assets or incurs Non-Recourse Indebtedness secured by specified Securitization Assets, including any such transaction
involving the sale of specified servicing advances or mortgage loans to a Securitization Entity.


 


“Securitization
Assets” has the meaning set forth in the definition of “Securitization”.


 


“Securitization
Entity” means (a) any Person (whether or not a Subsidiary of the Company) established for the purpose of issuing asset-backed
or mortgage-backed or mortgage pass-through securities of any kind (including collateralized mortgage obligations and net interest margin
securities) or other similar securities; (b) any special purpose Subsidiary established for the purpose of selling, depositing or
contributing Securitization Assets into a Person described in clause (a) or for the purpose of holding Capital Stock of, or securities
issued by, any related Securitization Entity, regardless of whether such Person is an issuer of securities; provided that such Person
is not an obligor with respect to any Indebtedness of the Company or any Subsidiary; (c) any Person established for the purpose
of holding Securitization Assets and issuing Non-Recourse Indebtedness secured by such Securitization Assets; (d) any special purpose
Subsidiary of the Company formed exclusively for the purpose of satisfying the requirement of Credit Enhancement Agreements (including,
without limitation, any Subsidiary that is established for the purpose of owning another Securitization Entity and pledging the equity
of that other Securitization Entity as security for the Indebtedness of such other Securitization Entity) and regardless of whether such
Subsidiary is an issuer of securities, provided that such Subsidiary is not an obligor with respect to any Indebtedness of the Company
or any Subsidiary other than under Credit Enhancement Agreements; and (e) any other Subsidiary of the Company which is established
for the purpose of (i) acting as sponsor for and organizing and initiating Securitizations or (ii) facilitating or entering
into a Securitization, in each case that engages in activities reasonably related or incidental thereto and that is not an obligor or
guarantor with respect to any Indebtedness of the Company or any Subsidiary. Whether or not a Person is a Securitization Entity shall
be determined by the Company in good faith.


 






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“Securitization
Indebtedness” means (a) Indebtedness of the Company or any of its Subsidiaries incurred pursuant to on-balance sheet Securitizations
and (b) any Indebtedness consisting of advances made to the Company or any of its Subsidiaries based upon securities issued by a
Securitization Entity pursuant to a Securitization and acquired or retained by the Company or such Subsidiary which, in each case, is
recourse solely to the assets subject to the related Securitization and not to the Company or such Subsidiary generally (other than Securitization
Repurchase Obligations).


 


“Securitization
Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Securitization to repurchase Securitization
Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result
of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result
of any action taken by, any failure to take action by or any other event relating to the seller.


 


“Standard Recourse
Undertakings” means, with respect to any Securitization or Indebtedness, (a) such representations, warranties, covenants
and indemnities which are customarily (as determined by the Company) made by sellers of financial assets or other Securitization Assets,
including without limitation, Securitization Repurchase Obligations, and (b) such customary (as determined by the Company) carve-out
matters for which the Company and/or its Subsidiaries acts as guarantor in connection with any such Securitization or Indebtedness, such
as fraud, misappropriation and misapplication of funds, misrepresentation, criminal acts, repurchase obligations for breach of representations
or warranties, environmental indemnities, insolvency events and non-approved transfers.


 


“Subordinated Debt”
means all Indebtedness of the Company and its Subsidiaries on a consolidated basis that is contractually subordinated in right of payment
to the Notes.


 


“Swap Contract”
means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward
rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options,
spot contracts or any other similar transactions or any of the foregoing (including any options to enter into any of the foregoing),
and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any International
Foreign Exchange Master Agreement.


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts, as determined
based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.


 






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“Synthetic Lease”
means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted
for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased
for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.


 


“Tangible Capital
Base” means, with respect to the Company and its Subsidiaries, on any date of determination, Total Assets (not including any
intangible assets of the Company and its Subsidiaries) as of such date less Total Liabilities (inclusive of Subordinated Debt) as of
such date, in each case determined on a consolidated basis in accordance with GAAP.


 


“Total Assets”
means, as of any date of determination, the aggregate balance of investments reflected in the books and records of the Company and its
Subsidiaries and all cash or cash equivalents held by the Company and its Subsidiaries as of such date, in each case determined on a
consolidated basis in accordance with GAAP. For avoidance of doubt, investments for this purpose include without limitation loans, preferred
equity and other equity investments accounted for as debt in accordance with GAAP, owned real estate and investments in Subsidiaries,
in each case, with respect to the Company and its Subsidiaries. Such assets of the Company and its Subsidiaries will be included at their
fair market value as determined in accordance with GAAP.


 


“Total Liabilities”
means, on any date of determination, all amounts that would be included under total liabilities on a balance sheet of the Company and
its Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.


 


Section 4.08     Offer
to Repurchase Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase
Event occurs, unless the Company has provided notice of the redemption of the Notes pursuant to Section 3.04 hereof, each Holder
of Notes will have the right to require the Company to purchase some or all (in minimum principal amounts of $2,000 or an integral multiple
of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”).


 


(b)            If
a Change of Control Offer is required, within 30 days following a Change of Control Repurchase Event or, at the Company’s option,
prior to any Change of Control Repurchase Event, but after the public announcement of a Change of Control Repurchase Event, the Company
will deliver a notice in a manner provided in Section 3.04 herein to each Holder (with a copy to the Trustee and the Paying Agent,
if other than the Trustee) describing the Change of Control Repurchase Event and offering to repurchase Notes on a specified date (the
 “Change of Control Payment Date”) at a cash price of 101% of the principal amount of any Notes to be repurchased,
plus accrued and unpaid interest thereon to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”)
(subject to the right of Holders at the Close of Business on the relevant record date to receive interest due on any Interest Payment
Date falling on or prior to the Change of Control Payment Date). The Change of Control Payment Date will be no earlier than thirty (30)
days and no later than sixty (60) days from the date the notice is sent. Among other things, such notice shall state that if a Holder
elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, with any form specified
in such notice, to the Person and at the address specified in the notice (or, in the case of Global Securities, to surrender the Note
and provide the information required in accordance with the Applicable Procedures) prior to the Close of Business on the third Business
Day prior to the Change of Control Payment Date. The Change of Control Offer shall, if given prior to the date of consummation of the
Change of Control Repurchase Event, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring
on or prior to the Change of Control Payment Date specified in the Change of Control Offer.


 






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(c)            On
the Change of Control Payment Date, the Company will, to the extent lawful:


 


(i)            accept
for payment all Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;


 


(ii)            deposit
the Change of Control Payment with the Paying Agent in respect of all Notes so accepted; and


 


(iii)            deliver
to the Trustee the Notes accepted and an Officers’ Certificate stating the aggregate principal amount of all Notes repurchased
by the Company and requesting that such Notes be cancelled.


 


(d)            The
Paying Agent will promptly send to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes,
and the Trustee will promptly authenticate and send, or cause to be transferred by book-entry, to each Holder a new Note in principal
amount equal to any unrepurchased portion of the Notes surrendered; provided that each new Note will be in a minimum principal
amount of $2,000 and integral multiples of $1,000 in excess thereof.


 


(e)            The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations to the
extent those laws and regulations are applicable to any Change of Control Offer. If the provisions of any of the applicable securities
laws or securities regulations conflict with the provisions of this Section 4.8, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations under the covenant described above by virtue of that compliance.


 


(f)            The
Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase 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 4.8
applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change
of Control Offer or (2) the Company has given notice of redemption pursuant to Section 3.04 hereof prior to the occurrence
of the Change of Control Repurchase Event. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be
made in advance of a Change of Control Repurchase Event, subject to one or more conditions precedent, including, but not limited to,
the consummation of such Change of Control, if a definitive agreement is in place for the transaction that will give rise to a Change
of Control Repurchase Event at the time the Change of Control Offer is made.


 






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ARTICLE V

REMEDIES


 


Section 5.01     Amendments
to the Base Indenture.


 


(a)            Article VI
of the Base Indenture shall not apply with respect to the Notes. Instead, this Article V shall, solely with respect to the Notes,
replace Article VI of the Base Indenture in its entirety.


 


(b)            Each
reference in the Base Indenture to Section 6.04 is, solely with respect to the Notes, hereby deemed replaced by a reference to Section 5.04
hereof.


 


(c)            Each
reference in the Base Indenture to Section 6.05 is, solely with respect to the Notes, hereby deemed replaced by a reference to Section 5.05
hereof.


 


(d)            Solely
with respect to the Notes, Section 7.01(c) of the Base Indenture is hereby amended to delete “, or its willful misconduct,”.


 


Section 5.02     Events
of Default. Each of the following events (and only the following events) shall be an “Event
of Default” wherever used with respect to the Notes:


 


(a)            default
in any payment of interest on any Note when due and payable, and the default continues for a period of thirty (30) days;


 


(b)            default
in the payment of the principal of or of any premium of any Note (including the Redemption Price) when due and payable on the Maturity
Date, upon Optional Redemption, upon declaration of acceleration or otherwise;


 


(c)            failure
by the Company to comply with its obligations under Article VIII hereof;


 


(d)            default
in tendering payment for the Notes upon a Change of Control Repurchase Event, when such payment remains unpaid sixty days after the Change
of Control Payment Date;


 


(e)            default
in the performance of any other obligation of the Company contained in the Indenture or the Notes (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section 5.02 specifically provided for), which continues for
ninety days after written notice from the Trustee or the Holders of more than 25% of the aggregate outstanding principal amount of the
Notes;


 






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(f)            an
event of default, as defined in any bond, note, debenture or other evidence of debt of the Company or any Significant Subsidiary of the
Company in excess of $35,000,000 singly or in aggregate principal amount of such issues of such persons, whether such debt exists now
or is subsequently created, which becomes accelerated so as to be due and payable prior to the date on which the same would otherwise
become due and payable and such acceleration(s) shall not have been annulled or rescinded within thirty (30) days of such acceleration
or the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have
been made, waived or extended within thirty (30) days of such payment default; provided, however, that if such event
of default, acceleration(s) or payment default(s) are contested by the Company, a final and non-appealable judgment or order
confirming the existence of the default(s) and/or the lawfulness of the acceleration(s), as the case may be, shall have been entered;


 


(g)            a
final and non-appealable judgment or order for the payment of money in excess of $35,000,000 (excluding any amounts covered by insurance)
singly or in the aggregate for all such final judgments or orders against all such persons: (i) shall be rendered against the Company
or any Significant Subsidiary of the Company and shall not be paid or discharged and (ii) there shall by any period of sixty (60)
consecutive days following the entry of the final judgment or order that causes the aggregate amount for all such final judgments or
orders outstanding and not paid or discharged against all such person to exceed $35,000,000 during which a stay of enforcement of such
final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;


 


(h)            the
Company or any Significant Subsidiary of the Company shall commence a voluntary case or other proceeding seeking the liquidation, reorganization
or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of
the Company or such Significant Subsidiary of the Company or any substantial part of the Company’s or such Significant Subsidiary
of the Company’s property, or shall consent to any such relief or to the appointment of or taking possession by any such official
in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due; or


 


(i)            an
involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary of the Company seeking liquidation,
reorganization or other relief with respect to the Company or such Significant Subsidiary of the Company or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of the Company or such Significant Subsidiary of the Company or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a period of thirty (30) consecutive days.


 


Section 5.03     Acceleration;
Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body),
then, and in each and every such case (other than an Event of Default specified in Section 5.02(h) or Section 5.02(i)),
unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25%in
aggregate principal amount of the Notes then Outstanding, by notice in writing to the Company (and to the Trustee if given by the Holders),
may declare 100% of the principal of, and premium if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable
immediately. If an Event of Default specified in Section 5.02(h) or Section 5.02(i) occurs and is continuing, the
principal of, and accrued and unpaid interest, if any, on all Notes shall be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder of Outstanding Notes. At any time after the Trustee or the Holders have accelerated the
repayment of the principal, premium, if any, and all unpaid interest on the Notes, but before the Trustee has obtained a judgment or
decree for payment of money due, the Holders of a majority in aggregate principal amount of Outstanding Notes may rescind and annul that
acceleration and its consequences, provided that all payments due, other than those due as a result of acceleration, have been
made and all Events of Default have been remedied or waived.


 






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Section 5.04     Waiver
of Past Defaults. The Holders of a majority in aggregate principal amount of the Notes then
Outstanding, by written notice to the Company and to the Trustee, may waive (including by way of consents obtained in connection with
a repurchase of, or tender or exchange offer for, the Notes) all past Defaults or Events of Default with respect to the Notes (other
than a Default or an Event of Default resulting from nonpayment of principal or interest or any other provisions that requires the consent
of each affected Holder to amend).


 


Section 5.05     Control
by Majority. At any time, the Holders of a majority of the aggregate principal amount of the
then Outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or
for exercising any trust or power conferred on the Trustee with respect to the Notes, provided that (i) such direction is
not in conflict with any rule of law or the Indenture, (ii) the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction and (iii) the Trustee need not take any action that might involve it in personal liability
or be unduly prejudicial to the Holders not joining therein. Before proceeding to exercise any right or power under the Indenture at
the direction of the Holders, the Trustee is entitled to receive from those Holders security or indemnity satisfactory to the Trustee
against the costs, expenses and liabilities which it might incur in complying with any direction.


 


Section 5.06     Limitation
on Suits. A Holder will have the right to institute a proceeding with respect to the Indenture
for any remedy under the Indenture if:


 


(a)            such
Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding Notes have given to the Trustee written notice
of a continuing Event of Default with respect to the Notes;


 


(b)            such
Holder or Holders have offered the Trustee indemnification or security reasonably satisfactory to the Trustee against the costs, expenses
and liabilities incurred in connection with such written request;


 


(c)            the
Trustee has not received from the Holders of a majority in aggregate principal amount of the Outstanding Notes a written direction inconsistent
with the request within sixty (60) days; and


 


(d)            the
Trustee fails to institute the proceeding within the sixty (60) days.


 


Notwithstanding the foregoing, the Holder has
the right, which is absolute and unconditional, to receive payment of the principal of and interest on its Notes on the Interest Payment
Dates or Maturity Date, as applicable (or, in the case of an Optional Redemption or a Change of Control Repurchase Event, on the applicable
Redemption Date or Change of Control Payment Date, as applicable) and to institute suit for the enforcement of any such payment and such
rights shall not be impaired without the consent of such Holder. A Holder may not use the Indenture to prejudice the rights of any other
Holder or to obtain a preference or priority over any other Holder, it being understood that the Trustee does not have any affirmative
duty to ascertain whether any usage of the Indenture by a Holder is unduly prejudicial to such other Holders.


 


Section 5.07     Collection
of Indebtedness; Suit for Enforcement by Trustee. If an Event of Default specified in Section 5.02(a) or
5.02(b) 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, interest on, Change of Control Payment for, Redemption Price for, as
the case may be, and such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, as well as any other amounts that may be due under Section 7.07
of the Base Indenture.


 


Section 5.08     Trustee
May Enforce Claims Without Possession of Notes. All rights of action and claims under the
Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has
been recovered.


 



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Section 5.09     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 to have the claims of the Trustee and the Holders allowed in any judicial proceedings
relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, will be entitled 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 consents 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 the Trustee under Section 7.10 of the
Base Indenture. 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 the Trustee under Section 7.10 of the Base Indenture out of the estate in any such proceeding,
will be denied for any reason, payment of the same will be secured by a lien on, and is 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 will be deemed to authorize the Trustee to authorize
or consent to, or to accept or to 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 5.10     Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under the Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section 5.11     Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes in Section 2.09 of the Base Indenture, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


Section 5.12     Delay
or Omission Not a Waiver. No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Trustee or to the Holders may
be exercised from time to time and as often as may be deemed expedient by the Trustee (subject to the limitations contained in the Indenture)
or by the Holders, as the case may be.





 


Section 5.13     Priorities.
If the Trustee collects any money pursuant to this Article V, it will pay out the money in the following order:


 


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


 


Second: to the Holders,
for any amounts due and unpaid on the principal of, accrued and unpaid interest on, Change of Control Payment for, Redemption Price for,
without preference or priority of any kind, according to such amounts due and payable on all of the Notes; and


 


Third: the balance,
if any, to the Company or to such other party as a court of competent jurisdiction directs.


 






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The Trustee may fix a record
date and payment date for any payment to the Holders pursuant to this Section 5.13. If the Trustee so fixes a record date and a
payment date, at least fifteen days prior to such record date, the Company will deliver to each Holder and the Trustee a written notice,
which notice will state such record date, such payment date and the amount of such payment.


 


Section 5.14     Undertaking
for Costs. All parties to the Indenture agree, and each Holder, by such Holder’s acceptance
of a Note, shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right
or remedy under the Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 5.14
shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in aggregate principal amount of the Notes then Outstanding, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of, accrued and unpaid interest, if any, on, Change of Control Payment for, or Redemption Price for,
any Note on or after the due date expressed or provided for in the Indenture.


 


Section 5.15     Waiver
of Stay, Extension and Usury Laws. The Company covenants that, to the extent that it may lawfully
do so, it will 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, to the extent that it may lawfully do so, hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will
instead suffer and permit the execution of every such power as though no such law has been enacted.


 


Section 5.16     Notices
from the Trustee. Notwithstanding anything to the contrary in the Base Indenture, including
Section 7.05 of the Base Indenture, whenever a Default occurs and is continuing and is actually known to the Trustee, the Trustee
must deliver notice of such Default to the Holders within ninety (90) days after the date on which such Default first occurred. Except
in the case of a Default in the payment of the principal of, interest on, Change of Control Payment for or Redemption Price for, any
Note or of a Default in the payment or delivery, as the case may be, the Trustee shall be protected in withholding such notice if and
so long as the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders.


 


ARTICLE VI

SATISFACTION AND DISCHARGE; LEGAL AND COVENANT DEFEASANCE


 


Section 6.01     Inapplicability
of Provisions of Base Indenture; Satisfaction and Discharge of the Indenture. Article VIII
of the Base Indenture shall not apply with respect to the Notes. Instead, this Article VI shall, solely with respect to the Notes,
replace Article VIII of the Base Indenture in its entirety.


 






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Section 6.02     Discharge
of Liability on Notes. The Indenture will be discharged and will cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in the Indenture and except
for the Trustee’s right to its fees and to reimbursement of its reasonable out-of-pocket expenses (including, without limitation,
reasonable fees and expenses of its counsel) and indemnification as expressly provided for in the Indenture) as to all Outstanding Notes,
when:


 


(a)            either


 


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


 


(ii)            all
Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon
stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or are to be called for
redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee
in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee
cash in U.S. Dollars in such amount as will be sufficient, Government Obligations the scheduled payments of principal of and interest
on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient,
to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of,
premium, if any, and interest on such Notes to the Maturity Date or any earlier Redemption Date or other maturity date, together with
irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof through the Maturity Date
or such Redemption Date or other maturity date;





 


(b)            the
Company has paid or caused to be paid all other sums payable by the Company under the Indenture; and


 


(c)            the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject
to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 6.02 relating to
the satisfaction and discharge of the Indenture have been complied with.


 


Notwithstanding the foregoing
paragraph, the provisions of Sections 6.05, 6.06, 6.07, 6.08 and 9.02 hereof and, if the Outstanding Notes have been or are to be called
for redemption, Article III hereof shall survive until the Notes have been cancelled or are no longer Outstanding.


 


After such delivery or irrevocable
deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of the Indenture and the Company’s
obligations under the Notes and the Indenture, except for those surviving obligations specified above.


 






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Section 6.03     Legal
Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time,
elect to have either Section 6.03(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 6.04.


 


(b)            Upon
the Company’s exercise under Section 6.03(a) of the option under this Section 6.03(b), the Company shall be discharged
from all of its obligations under the Notes and the Indenture (“Legal Defeasance”) on the date that the applicable
conditions set forth in Section 6.04 shall have been satisfied, and on or after that date any omission to comply with any such obligations
shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by the Outstanding Notes (which shall thereafter be deemed to be Outstanding only
for purposes of the provisions referred to in clauses (1) through (4) below), and the Company shall be released from all of
its other obligations under the Indenture and the Notes, except that the following provisions of the Indenture shall survive:


 


(i)            the
rights of Holders to receive, solely from the trust fund described in clause (a) of the first paragraph of Section 6.04, payments
in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due;


 


(ii)            the
Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed,
lost or stolen Notes and the maintenance of an office or agency for payments on the Notes;


 


(iii)            the
rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and


 


(iv)            the
provisions of this Section 6.03, Sections 6.05, 6.06, 6.07, 6.08 and 9.02 hereof and, if the Outstanding Notes have been or are
to be called for redemption, Article III hereof.


 


On and after the date of
Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default.


 


Subject to compliance with
the conditions set forth in Section 6.04, the Company may exercise its option under this Section 6.03(b) notwithstanding
the prior exercise of its option under Section 6.03(c).


 


(c)            Upon
the Company’s exercise under Section 6.03(a) of the option under this Section 6.03(c), the Company shall be released
and discharged from all of its covenants and agreements under Sections 4.05 through 4.08 hereof, inclusive, and Sections 8.02 and 8.04
hereof on the date that the applicable conditions set forth in Section 6.04 shall have been satisfied (“Covenant Defeasance”),
and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be Outstanding
for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with
any such covenants or agreements, but shall continue to be deemed Outstanding for all other purposes hereunder, and the Company may omit
to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections,
clauses and other provisions set forth above in this Section 6.03(c), whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision
to any other Section, clause or provision herein, in the Base Indenture or in any other document and such omission to comply with any
covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event of Default under
the Indenture. On and after the date that Covenant Defeasance occurs, the Events of Default described in clause (c), clause (d) and
clause (e) (solely insofar as it relates to the Company’s obligations under the covenants and agreements as to which Covenant
Defeasance has occurred) of Section 5.02 will no longer constitute Events of Default or otherwise apply.


 






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(d)            Subject
to compliance with Section 6.03(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal
Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred
to in such Section 6.03(b) or (c), as applicable.


 


Section 6.04     Conditions
to Legal Defeasance and Covenant Defeasance. The following shall be the conditions to Legal
Defeasance or Covenant Defeasance:


 


(a)            the
Company shall have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the Notes cash in U.S. Dollars
in such amount as will be sufficient, Government Obligations the scheduled payments of principal of and interest on which will be sufficient
(without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, as confirmed, certified
or attested by an Independent Financial Advisor in writing to the Trustee, to pay the principal of, premium, if any, and interest on
the Notes on the Maturity Date or any earlier Redemption Date;


 


(b)            in
the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion
of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that:


  


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


 


(ii)            since
the Issue Date, there has been a change in the applicable U.S. 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 Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Legal Defeasance and will be subject to U.S. 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;


 


(c)            in
the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion
of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that the Holders of the Notes will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. 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;


 


(d)            no
Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (a) of this Section 6.04
(other than a Default and Event of Default resulting from borrowing of funds to be applied to make such deposit and any similar or substantially
contemporaneous transactions and, in each case, the granting of any Liens in connection therewith);


 






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(e)            such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any agreement or
instrument that, in the judgment of the Company, is material with respect to the Company and its Subsidiaries taken as a whole (excluding
the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;


 


(f)            the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be
subject to customary assumptions, exceptions and limitations), each stating that all conditions precedent provided for in this Section 6.04
to such Legal Defeasance or Covenant Defeasance, as the case may be, have been complied with; and


 


(g)            the
Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes on
the Maturity Date or on the applicable Redemption Date, as the case may be (which instructions may be contained in the Officers’
Certificate referred to in clause (f) of this Section 6.04).


 


Notwithstanding the foregoing,
the Opinion of Counsel required by clause (b) of this Section 6.04 with respect to a Legal Defeasance need not be delivered
if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due
and payable on their maturity date or any earlier Redemption Date within one (1) year and, in the case of any such redemption, under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the
Company.


 


Section 6.05     Application
of Trust Money. The Trustee shall hold in trust the U.S. Dollars and Government Obligations
deposited with it pursuant to this Article VI and any principal, interest or other proceeds in respect of such Government Obligations.
It shall apply the deposited money and the proceeds from Government Obligations through the Paying Agent and in accordance with the Indenture
to the payment of principal of, premium, if any, and interest on the Notes.


 


Anything in this Article VI
to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the Company’s request any
U.S. Dollars and Government Obligations or proceeds therefrom held by it as provided in Section 6.02 or 6.04 which are in excess
of the amount thereof that would then be required to be deposited to effect an equivalent discharge of the Indenture pursuant to Section 6.02
or an equivalent Legal Defeasance or Covenant Defeasance pursuant to Section 6.03, as evidenced by a written confirmation, certification
or attestation by an Independent Financial Advisor delivered to the Trustee.


 






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Section 6.06     Repayment
to the Company. The Trustee and the Paying Agent shall promptly deliver to the Company upon
request any excess U.S. Dollars and Government Obligations and proceeds therefrom held by them at any time and thereupon shall be relieved
from all liability with respect to such money, securities and proceeds. Subject to any applicable abandoned property law, any money,
Government Obligations or proceeds therefrom deposited with or received by the Trustee or any Paying Agent, or held by the Company or
any of its Subsidiaries, in trust for the payment of the principal, premium, if any, or interest on any Note, remaining unclaimed for
two (2) years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its
request or (if then held by the Company or any of its Subsidiaries) shall be discharged from such trust and the Holder of such Note shall
thereafter look only to the Company as a general creditor for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such money, Government Obligations and proceeds, and all liability of the Company or any of its Subsidiaries as trustee
thereof, shall thereupon cease.


 


Section 6.07     Reinstatement.
If the Trustee or Paying Agent is unable to apply any U.S. Dollars and Government Obligations (or proceeds therefrom) deposited pursuant
to Section 6.02 or 6.04 in accordance with Section 6.05 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 obligations
under the Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 6.02 or
6.04, as applicable, until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Dollars and Government Obligations
in accordance with Section 6.05; provided that if the Company has made any payment of principal of, or premium, if any, or interest
on any Notes because of 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 U.S. Dollars and Government Obligations held by the Trustee or Paying Agent.


 


Section 6.08     Indemnity
for Government Obligations. The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against any Government Obligations deposited pursuant to Section 6.02 or 6.04 or
the principal and interest received on such Government Obligations.


 


ARTICLE VII

SUPPLEMENTAL INDENTURES


 


Section 7.01     Supplemental
Indentures Without Consent of Holders. Section 9.01 of the Base Indenture shall not apply
with respect to the Notes. Instead, this Section 7.01 shall, solely with respect to the Notes, replace Section 9.01 of the
Base Indenture in its entirety.


 


Without the consent of any
Holder, the Company (when authorized by a Board Resolution) and the Trustee, at any time and from time to time, may enter into one (1) or
more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


(a)            to
conform the terms of the Indenture or the Notes to the description thereof in the Prospectus Supplement, the Prospectus or the Pricing
Term Sheet;


 






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(b)            to
evidence the succession by a Successor Company and to provide for the assumption by a Successor Company of the Company’s obligations
under the Indenture;


 


(c)            to
add Guarantees with respect to the Notes and to remove Guarantees with respect to the Notes in accordance with the terms of the Indenture
and the Notes;


 


(d)            to
secure the Notes;


 


(e)            to
add to the Company’s covenants such further covenants, restrictions or conditions for the benefit of the Holders or to surrender
any right or power conferred upon the Company under the Indenture or the Notes;


 


(f)            to
cure any ambiguity, omission, defect or inconsistency in the Indenture or the Notes, including to eliminate any conflict with the Trust
Indenture Act, so long as such action will not materially adversely affect the interests of Holders;


 


(g)            to
make any change that does not adversely affect the rights of any Holder;


 


(h)            to
provide for a successor Trustee;


 


(i)            to
comply with the Applicable Procedures; or


 


(j)            to
comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act.


 


Section 7.02     Supplemental
Indentures with Consent of Holders. Section 9.02 of the Base Indenture shall not apply
with respect to the Notes. Instead, this Section 7.02 shall, solely with respect to the Notes, replace Section 9.02 of the
Base Indenture in its entirety.


 


With the consent of the Holders
of a majority in aggregate principal amount of the Outstanding Notes, including without limitation, consents obtained in connection with
a repurchase of, or tender or exchange offer for, Notes and by act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture applicable to the Notes or
of modifying in any manner the rights of the Holders under the Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Note:


 


(a)            reduce
the percentage in aggregate principal amount of Notes Outstanding necessary to waive any past Default or Event of Default;


 


(b)            reduce
the rate of interest on any Note or change the time for payment of interest on any Note;


 


(c)            reduce
the principal of any Note or the amount payable upon Optional Redemption of any Note or change the Maturity Date;


 






    39


     


    

 


(d)            change
the place or currency of payment on any Note;


 


(e)            reduce
the Change of Control Payment of any Note or amend or modify in any manner adverse to the rights of the Holders the Company’s obligation
to pay the Change of Control Payment, whether through an amendment or waiver of provisions in the covenants, definitions related thereto
or otherwise;


 


(f)            impair
the right of any Holder of Notes to receive payment of principal of (including the Change of Control Payment and the Redemption Price,
if applicable), and interest, if any, on, its Notes, or to institute suit for the enforcement of any such payment with respect to such
Holder’s Notes;


 


(g)            modify
the ranking of the Notes in a manner that is adverse to the rights of the Holders; or


 


(h)            make
any change to the provisions of this Section 7.02 that requires each Holder’s consent or to the provisions of Section 5.04
of this Supplemental Indenture if such change is adverse to the rights of Holders.


 


It shall not be necessary
for any act or consent of Holders under this Section 7.02 to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such act or consent shall approve the substance thereof. The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such
supplemental indenture, whether or not such Holders remain Holders after such record date; provided that, unless such consent
shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is ninety (90) days after
such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of
no further effect. 


 


Section 7.03     Notice
of Amendment or Supplement. After an amendment or supplement under this Article VII becomes
effective, the Company shall mail to the Holders a notice briefly describing such amendment or supplement. However, the failure to give
such notice to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment or supplement.


 


ARTICLE VIII

SUCCESSOR COMPANY


 


Section 8.01     Consolidation,
Merger and Sale of Assets. Article V of the Base Indenture shall not apply with respect
to the Notes. Instead, this Article VIII shall, solely with respect to the Notes, replace Article V of the Base Indenture in
its entirety.


 


Section 8.02     Company
May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 8.04,
the Company shall not amalgamate or consolidate with, merge with or into or convey, transfer or lease its properties and assets substantially
as an entirety to another Person, unless:


 






    40


     


    

 


(a)            the
Company shall be the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”),
if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or
the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes and the Indenture
as applicable to the Notes; and


 


(b)            immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under the Indenture.


 


Section 8.03     Successor
Corporation to Be Substituted. In case of any such amalgamation, consolidation, merger, conveyance,
transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee
and satisfactory in form to the Trustee, of the due and punctual payment of the principal of (including any Change of Control Payment
or Redemption Price), accrued and unpaid interest, if any, on all of the Notes and the due and punctual performance of all of the covenants
and conditions of the Indenture applicable to the Notes to be performed by the Company under the Indenture, such Successor Company shall
succeed to and be substituted for, and may exercise every right and power of, the Company under the Indenture, with the same effect as
if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either
in its own name or in the name of the Company any or all of the Notes issuable under the Indenture which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject
to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause
to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the
Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee
for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes
theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date
of the execution hereof. In the event of any such amalgamation, consolidation, merger, conveyance or transfer (but not in the case of
a lease), the Person named as the “Company” in the first paragraph of the Indenture or any successor that shall thereafter
have become such in the manner prescribed in this Article VIII may be dissolved, wound up and liquidated at any time thereafter
and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its
obligations under the Indenture.


 


In case of any such amalgamation,
consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the
Notes thereafter to be issued as may be appropriate.


 





Section 8.04     Opinion
of Counsel to Be Given to Trustee. In the case of any such amalgamation, merger, consolidation,
conveyance, transfer or lease, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel stating that any such
amalgamation, consolidation, merger, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required
in connection with such transaction, such supplemental indenture, complies with the provisions of this Article VIII.


 






    41


     


    

 


ARTICLE IX

MISCELLAEOUS


 


Section 9.01     Effect
on Successors and Assigns. All agreements of the Company, the Trustee, the Registrar and the
Paying Agent in the Indenture and the Notes will bind their respective successors.


 


Section 9.02     Governing
Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE
AND THE SECURITIES, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK
CIVIL PRACTICE LAWS AND RULES 327(B).


 


Section 9.03     No
Security Interest Created. Nothing in the Indenture or in the Notes, expressed or implied, shall
be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted
and in effect, in any jurisdiction.


 


Section 9.04     Trust
Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the
Trust Indenture Act that is required under such Act to be a part of and govern the Indenture, the latter provision shall control. If
any provision of the Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to the Indenture as so modified or to be excluded, as the case may be.


  


Section 9.05     Benefits
of Supplemental Indenture. Nothing in this Supplemental Indenture or in the Notes, expressed
or implied, will give to any Person, other than the parties hereto, any Paying Agent, any Registrar or their successors hereunder
or the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.


 


Section 9.06     Calculations.
Except as otherwise provided in the Indenture, the Company shall be responsible for making all calculations called for under the
Notes. These calculations include, but are not limited to, determinations of accrued interest payable on the Notes. The Company shall
make all calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders
of Notes. The Company shall provide a schedule of its calculations to each of the Trustee, and the Trustee may rely conclusively upon
the accuracy of the Company’s calculations without independent verification. The Trustee will forward the Company’s calculations
as provided to the Trustee to any Holder upon the written request of that Holder at the sole cost and expense of the Company.


 


Section 9.07     Execution
in Counterparts. This Supplemental Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.


 


Section 9.08     Notices.
The Company or the Trustee, by notice given to the other in the manner provided in Section 12.03 of the Base Indenture, may
designate additional or different addresses for subsequent notices or communications.


 






    42


     


    

 


Notwithstanding anything to the contrary in Section 12.03
of the Base Indenture, whenever the Company is required to deliver notice to the Holders, the Company will, by the date it is required
to deliver such notice to the Holders, deliver a copy of such notice to the Trustee, the Paying Agent and the Registrar. Each notice
to the Trustee, the Paying Agent and the Registrar shall be sufficiently given if in writing and mailed, first-class postage prepaid
to the address most recently designated by the Trustee, the Paying Agent and the Registrar, as the case may be, to the Company.


 


The Trustee agrees to accept
and act upon instructions or directions from the Company pursuant to the Indenture sent by unsecured e-mail, pdf, facsimile transmission
or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency
certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated
persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing.
If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee
in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling.
The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon
and compliance with such instructions. The Company agrees to assume all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions,
and the risk of interception and misuse by third parties.


  


Section 9.09     Ratification
of Base Indenture. The Base Indenture, as supplemented by this Supplemental Indenture, is in
all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner
and to the extent herein provided. For the avoidance of doubt, each of the Company and each Holder of Notes, by its acceptance of such
Notes, acknowledges and agrees that all of the rights, privileges, protections, immunities and benefits afforded to the Trustee under
the Base Indenture are deemed to be incorporated herein, and shall be enforceable by the Trustee hereunder, in each of its capacities
hereunder as if set forth herein in full.


 


Section 9.10     No
Recourse Against Others. No recourse for the payment of the principal of, premium, if
any, or interest on any of the Notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture or in any of the Notes or because of the creation of any indebtedness
represented thereby, shall be had against any entity other than the Company (including, without limitation, (1) the Operating Partnership
or any other Subsidiary of the Company unless the same is then a Note Guarantor or (2) the Manager) or any director, officer, employee,
incorporator, stockholder, partner or other equity owner, or controlling person of the Company, the Operating Partnership or any other
Subsidiary of the Company or the Manager or of any successor person thereof. Each Holder, by accepting a Note, waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes.


 


Section 9.11     The
Trustee. The recitals in this Supplemental Indenture are made by the Company only and not by
the Trustee, and all of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers
and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect
as set forth in full herein.


 


Section 9.12     Submission
to Jurisdiction. THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK
STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE
CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE AND THE SECURITIES, AND IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.


 


Section 9.13     Applicable
Tax Law. In order to enable the Trustee to comply with its obligations under applicable tax
laws, rules and regulations (including directives, guidelines and interpretations promulgated by competent authorities) in effect
from time to time (“Applicable Tax Law”), the Company agrees (i) to provide to the Trustee, following written
request from the Trustee delivered to the Company in accordance with Section 9.08 hereof, such information concerning the Holders
of the Notes as the Trustee may reasonably request in order to determine whether the Trustee has any tax-related obligations under Applicable
Tax Law with respect to the payments made to Holders of the Notes under the Indenture, but only to the extent (a) such information
is in the Company’s possession, (b) such information is not subject to any confidentiality or similar agreement or undertaking
or otherwise deemed by the Company to be confidential and (c) providing such information to the Trustee does not, in the judgment
of the Company, breach or violate or constitute a default under any applicable law, rules or regulations or any instrument or agreement
to which the Company or any of its Subsidiaries is a party or by which any of them is bound, and (ii) that the Trustee shall be
entitled to make any withholding or deduction from payments made to Holders of Notes under the Indenture to the extent necessary to comply
with the Trustee’s obligations under Applicable Tax Law. Each Holder of Notes by accepting a Note shall be deemed to have agreed
to the foregoing provisions of this Section 9.13 and to provide to the Trustee or the Company such information concerning such Holder
as the Trustee or the Company may reasonably request in order to determine whether the Trustee or the Company has any tax-related obligations
under Applicable Tax Law with respect to the payments made to such Holder under the Indenture; and such agreement by each Holder is part
of the consideration for the issuance of the Notes.


 


[Remainder of the page intentionally left
blank]


 






    43


     


    

 


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





 


	 	READY CAPITAL CORPORATION
	 	 	 
	 	By:	/s/ Andrew Ahlborn
	 	Name:	Andrew Ahlborn
	 	Title:	Chief Financial Officer




 


 


	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
    as Trustee
	 	 	 
	 	By:	/s/ Benjamin J. Krueger
	 	Name:	Benjamin J. Krueger
	 	Title:	Vice President




 


[Signature Page to RC – Supplemental
Indenture]


 






    44


     


    

 


EXHIBIT A


 


[Form of Face of Security]


 


[For Global Securities, include the following
legend:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.


 


[Add the following if the Depositary is DTC:
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]]


 






    Exhibit A - 1


     


    

 


No.: [ ]

CUSIP: 75574U AC5

ISIN: US75574UAC53


Principal Amount: $[ ]

[as revised by the Schedule of Increases

and Decreases of Global Security attached hereto](1)


 


Ready
Capital Corporation

6.125% Senior Notes Due 2025


 


Ready Capital Corporation,
a Maryland corporation, promises to pay to [ ] [include “Cede & Co.” for Global Security] or registered assigns,
the principal amount [of [ ] Dollars] [set forth on the Schedule of Increases or Decreases of Global Security attached hereto (as the
same may be revised from time to time)](2) on April 30, 2025 (the “Maturity Date”) unless this Security
is previously redeemed or repurchased in whole.


 


Additional provisions of
this Security are set forth on the other side of this Security.


 


__________________________





(1) Include for Global Securities
only.





(2) Include for Global Securities
only.


 



    Exhibit A - 2


     


    




 


IN WITNESS WHEREOF, READY
CAPITAL CORPORATION has caused this instrument to be duly signed.





 





 


	 	READY CAPITAL CORPORATION
	 	 
	 	By:	 
	 	 	Name:	                      
	 	 	Title:	 




 






    Exhibit A - 3


     


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


U.S. Bank Trust Company,
National Association, as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture.


 





	 	U.S. BANK TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	as Trustee
	 	By:	 
	 	 	Name:	                      
	 	 	Title:	 


 


 



    Exhibit A - 4


     


    






 


[FORM OF
REVERSE OF SECURITY]

Ready Capital Corporation

6.125% Senior Notes Due 2025


 


This Security is one of a
duly authorized issue of securities of the Company, designated the Company’s “6.125% Senior Notes due 2025” (the “Securities”),
issued under an Indenture dated as of August 9, 2017, as supplemented by the Third Supplemental Indenture thereto, dated as of February 26,
2019 (as so supplemented, the “Base Indenture”), and as further supplemented by the Seventh Supplemental Indenture
thereto, dated as of April 18, 2022 (the “Supplemental Indenture” and the Base Indenture, as supplemented by
the Supplemental Indenture, the “Indenture”), each by and between the Company and U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”), and reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and delivered. Capitalized terms used but not defined herein shall
have the meanings set forth in the Indenture.


 


The Company promises to pay
interest on the principal amount of this Security at a rate of 6.125% per annum (such rate subject to adjustment as set forth in Section 2.04(d) of
the Supplemental Indenture) until April 30, 2025 or such earlier date on which the principal of this Security shall have been paid
or duly provided for. Interest on this Security will accrue from the most recent date to which interest has been paid or duly provided
for or, if no interest has been paid or duly provided for, from and including April 18, 2022. The Company will pay interest semi-annually
in arrears on each April 30 and October 30 (each an “Interest Payment Date”), commencing October 30,
2022 to the Holder of this Security as of the Close of Business on the Regular Record Date immediately preceding the applicable Interest
Payment Date. Interest shall be computed on the basis of a three hundred and sixty (360)-day year comprised of twelve thirty (30)-day
months.


 


As provided in and subject
to the provisions of the Indenture, prior to January 30, 2025 (three months prior to their maturity date) (the “Par Call
Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time at a redemption
price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:


 


(1) (a) the sum
of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming
the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Notes
Treasury Rate plus 50 basis points, less (b) interest accrued to (but not including) the redemption date, and


 


(2) 100% of the principal
amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to (but not including) the redemption date
of the Notes.


 


On or after the Par Call
Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of
the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to (but not including) the redemption date.


 






    Exhibit A - 5


     


    

 


As provided in and subject
to the provisions of the Indenture, upon the occurrence of a Change of Control Repurchase Event, the Company will make an offer purchase
this Security, or any portion of this Security such that the principal amount of this Security that is not purchased equals $2,000 or
an integral multiple of $1,000 in excess thereof, on the Change of Control Payment Date at a price equal to the Change of Control Payment
for such Change of Control Payment Date.


 


As provided in and subject
to the provisions of the Indenture, the Company will pay the principal of, the Change of Control Payment for, and the Redemption Price
for, with respect to, this Security to the Holder hereof in cash at the designated office of the Paying Agent on the relevant payment
date (or, if this Security is a Global Security, by wire transfer of immediately available funds on the relevant payment date in accordance
with Applicable Procedures). The Company will pay interest amounts on the Securities as provided in the Indenture. The Company will pay
all amounts in respect of the Securities in money of the United States that at the time of payment is legal tender for payment of public
and private debts.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders
of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults or Event of
Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


Subject to certain conditions,
the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if the Company deposits with
the Trustee certain amounts of cash in U.S. Dollars, Government Obligations or a combination of both for the payment of principal, premium,
if any, and interest on the Securities.


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to
the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (1) such Holder or Holders
of not less than 25% in aggregate principal amount of the Securities at the time Outstanding shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities, (2) such Holder or Holders shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity or security
satisfactory to the Trustee, (3) the Trustee shall not have received from the Holders of a majority in aggregate principal amount
of Securities at the time Outstanding a written direction inconsistent with such request within sixty (60) days, and (4) the Trustee
shall have failed to institute any such proceeding within sixty (60) days after receipt of such notice, request and offer of indemnity
or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof (including the Change of Control Payment or the Redemption Price) or interest hereon on or after the respective due
dates expressed herein.


 






    Exhibit A - 6


     


    

 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay or deliver, as the case may be, the principal of (including the Change of Control Payment or the Redemption
Price) and interest on this Security at the time, place and rate, and in the coin and currency, herein prescribed.


 


As provided in the Indenture
and subject to certain limitations herein and therein set forth, the transfer of this Security is registrable in the Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest
on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


The Securities are issuable
only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in
the Indenture and subject to certain limitations therein set forth, each Security is exchangeable for one or more Securities of like
tenor and of authorized denominations with an aggregate principal amount equal to the principal amount of the Security to be exchanged,
as requested by the Holder surrendering same.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or Trustee may treat the Person
in whose name the Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


All defined terms used in
this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. If any provision of this Security
limits, qualifies or conflicts with a provision of the Indenture, such provision of this Security shall control.


 






    Exhibit A - 7


     


    

 


ABBREVIATIONS


 


The following abbreviations,
when used in the inscription of the face of this Security, shall be construed as though they were written out in full


 


	TEN COM	 	Tenants in common
	 	 	 
	TEN ENT	 	Tenants by the entireties
	 	 	 
	JT TEN	 	Tenants with right of Survivorship and not as tenants in common
	 	 	 
	CUST	 	Custodian
	 	 	 
	U/G/M/A	 	Uniform Gift to Minors Act




 


Additional abbreviations
may also be used though not in the above list.


 






    Exhibit A - 8


     


    

 


ANNEX
A

[Include for Global Security]


 


SCHEDULE
OF INCREASES AND DECREASES OF GLOBAL SECURITY

Initial principal amount of Global Security:


 


		 	Amount
    of

    Increase in

    principal amount

    of Global Security	 	Amount
    of

    Decrease in

    principal amount

    of Global Security	 	Principal
    amount

    of Global Security

    after Increase or

    Decrease	 	Notation
    by

    Security Registrar

    or Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 






    Exhibit A - 9


     


    

 


ATTACHMENT
1

Form of Assignment and Transfer


 


For value received [ ] hereby
sell(s), assign(s) and transfer(s) unto [ ] (Please insert social security or Taxpayer Identification Number of assignee) the
within Security, and hereby irrevocably constitutes and appoints [ ] to [ ] transfer the said Security on the books of the Company, with
full power of substitution in the premises.


 


	 	 
	 	Signature(s)
	 	 
	 	Signature(s) must be guaranteed by an institution which is a member of
    one of the following recognized signature Guarantee Programs:
	 	 
	 	(a)     The
    Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The
    Stock Exchange Medallion Program (SEMP); or (iv) another guarantee program




 






    Exhibit A - 10