Exhibit 4.10

   

  INDENTURE

    

    Dated as of [                  ], [       ]

    

    Among

    

    [                                         ],

   

  As Issuer,

    

    THE GUARANTORS NAMED HEREIN

    

    and

    

    [                                                          ],

    

    as Trustee

   

  
  
     

  

  
     

  

  
   

  CERTAIN SECTIONS OF THIS INDENTURE

  RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE,

  OF THE TRUST INDENTURE ACT OF 1939

   

  	Trust Indenture Act Section	 	Indenture Section
	 	Section 310(a)(1)	 	Section 609
	 	(a)(2)	 	Section 609
	 	(a)(3)	 	Not Applicable
	 	(a)(4)	 	Not Applicable
	 	(b)	 	Section 608
	 	 	 	Section 610
	 	Section 311(a)	 	Section 613
	 	(b)	 	Section 613
	 	Section 312(a)	 	Section 701
	 	 	 	Section 702
	 	(b)	 	Section 702
	 	(c)	 	Section 702
	 	Section 313(a)	 	Section 703
	 	(b)	 	Section 703
	 	(c)	 	Section 703
	 	(d)	 	Section 703
	 	Section 314(a)	 	Section 704
	 	(a)(4)	 	Section 1004
	 	(b)	 	Not Applicable
	 	(c)(1)	 	Section 102
	 	(c)(2)	 	Section 102
	 	(c)(3)	 	Not Applicable
	 	(d)	 	Not Applicable
	 	(e)	 	Section 102
	 	Section 315(a)	 	Section 601
	 	(b)	 	Section 602
	 	(c)	 	Section 601
	 	(d)	 	Section 601
	 	(e)	 	Section 513
	 	Section 316(a)	 	Section 101
	 	(a)(1)(A)	 	Section 502
	 	 	 	Section 511
	 	(a)(1)(B)	 	Section 512
	 	(a)(2)	 	Not Applicable
	 	(b)	 	Section 508
	 	(c)	 	Section 104
	 	Section 317(a)(1)	 	Section 504
	 	(a)(2)	 	Section 504
	 	(b)	 	Section 1003
	 	Section 318(a)	 	Section 107


   

  NOTE: This reconciliation and tie shall
    not, for any purpose, be deemed to be a part of this Indenture.

   

  
  
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  TABLE OF CONTENTS

   

  	 	 	Page
	PARTIES		1
	 	 	 
	RECITALS		1
	 	 	 
	 	Article I	 
	 	Definitions and Other Provisions of General Application	 
	 	 	 
	Section 101. 	Definitions.	1
	Section 102.	 Compliance Certificates and Opinions.	11
	Section 103.	 Form of Documents Delivered to Trustee.	11
	Section 104.	 Acts of Holders; Record Dates.	12
	Section 105.	 Notices, Etc., to Trustee, Company and Guarantors.	14
	Section 106.	 Notice to Holders; Waiver.	16
	Section 107. 	Conflict with Trust Indenture Act.	17
	Section 108.	 Effect of Headings and Table of Contents.	17
	Section 109.	 Successors and Assigns.	17
	Section 110.	 Separability Clause.	17
	Section 111.	 Benefits of Indenture.	17
	Section 112.	 Governing Law, Jurisdiction, Venue.	17
	Section 113.	 Legal Holidays.	18
	Section 114.	 No Recourse Against Others.	18
	Section 115.	 Waiver of Jury Trial.	19
	Section 116.	 Compliance with Applicable Law.	19
	 	 	 
	 	Article II	 
	 	Security Forms	 
	 	 	 
	Section 201.	 Forms Generally.	19
	Section 202.	 Form of Legend for Global Securities.	20
	Section 203.	 Form of Trustee’s Certificate of Authentication.	20
	 	 	 
	 	Article III	 
	 	The Securities	 
	 	 	 
	Section 301.	 Amount Unlimited; Issuable in Series.	21
	Section 302.	 Denominations.	25
	Section 303.	 Execution, Authentication, Delivery and Dating.	25
	Section 304. 	Temporary Securities.	27
	Section 305.	 Registration, Registration of Transfer and Exchange.	27
	Section 306.	 Mutilated, Destroyed, Lost and Stolen Securities.	29


   

  
  
    	 	 i	 


  

  
     

  

  
   

  	Section 307.	 Payment of Interest; Interest Rights Preserved.	30
	Section 308.	 Persons Deemed Owners.	32
	Section 309.	 Cancellation.	32
	Section 310.	 Computation of Interest.	32
	Section 311.	 CUSIP or ISIN Numbers.	33
	Section 312.	 Original Issue Discount.	33
	Section 313.	 General Provisions Relating to Global Securities.	33
	 	 	 
	 	Article IV	 
	 	Satisfaction and Discharge	 
	 	 	 
	Section 401.	 Satisfaction and Discharge of Indenture.	34
	Section 402.	 Application of Trust Money.	35
	 	 	 
	 	Article V	 
	 	Remedies	 
	 	 	 
	Section 501.	 Events of Default.	36
	Section 502.	 Acceleration of Maturity; Rescission and Annulment.	38
	Section 503.	 Collection of Indebtedness and Suits for Enforcement by Trustee.	39
	Section 504.	 Trustee May File Proofs of Claim.	40
	Section 505.	 Trustee May Enforce Claims Without Possession of Securities.	41
	Section 506.	 Application of Money Collected.	41
	Section 507.	 Limitation on Suits.	41
	Section 508.	 Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Securities.	42
	Section 509.	 Rights and Remedies Cumulative.	42
	Section 510.	 Delay or Omission Not Waiver.	43
	Section 511.	 Control by Holders.	43
	Section 512.	 Waiver of Past Defaults.	43
	Section 513.	 Undertaking for Costs.	44
	Section 514.	 Waiver of Usury, Stay or Extension Laws.	44
	Section 515.	 Restoration of Rights and Remedies.	44
	 	 	 
	 	Article VI	 
	 	The Trustee	 
	 	 	 
	Section 601.	 Certain Duties and Responsibilities of Trustee.	45
	Section 602.	 Notice of Defaults.	46
	Section 603.	 Certain Rights of Trustee.	46
	Section 604.	 Not Responsible for Recitals or Issuance of Securities.	48
	Section 605.	 May Hold Securities.	49
	Section 606.	 Money Held in Trust.	49
	Section 607.	 Compensation and Reimbursement.	49


   

  
  
    	 	 ii	 


  

  
     

  

  
   

  	Section 608.	 Conflicting Interests.	50
	Section 609. 	Corporate Trustee Required; Eligibility.	50
	Section 610.	 Resignation and Removal; Appointment of Successor.	51
	Section 611.	 Acceptance of Appointment by Successor.	53
	Section 612.	 Merger, Conversion, Consolidation or Succession to Business.	54
	Section 613.	 Preferential Collection of Claims Against Company.	55
	Section 614.	 Trustee’s Application for Instructions from the Company.	55
	 	 	 
	 	Article VII	 
	 	Holders’ Lists and Reports by the Trustee, the Company and the Guarantors	 
	 	 	 
	Section 701.	 Company to Furnish Trustee Names and Addresses of Holders.	55
	Section 702.	 Preservation of Information; Communications to Holders.	55
	Section 703.	 Reports by Trustee.	56
	Section 704.	 Reports by the Company and the Guarantors.	56
	 	 	 
	 	Article VIII	 
	 	Consolidation, Merger, Sale of Assets and Other Transactions	 
	 	 	 
	Section 801.	 Company and Guarantors May Merge or Transfer Assets on Certain Terms.	57
	Section 802.	 Successor Person Substituted.	57
	 	 	 
	 	Article IX	 
	 	Supplemental Indentures	 
	 	 	 
	Section 901.	 Supplemental Indentures Without Consent of Holders.	58
	Section 902.	 Supplemental Indentures With Consent of Holders.	59
	Section 903.	 Execution of Supplemental Indentures.	61
	Section 904.	 Effect of Supplemental Indentures.	61
	Section 905.	 Conformity with Trust Indenture Act.	61
	Section 906.	 Notice of Supplemental Indenture; Reference in Securities to Supplemental Indentures.	62
	 	 	 
	 	Article X	 
	 	Covenants	 
	 	 	 
	Section 1001.	 Payment of Principal, Premium, if any, and Interest.	62
	Section 1002.	 Maintenance of Office or Agency.	63
	Section 1003.	 Money for Securities Payments to Be Held in Trust.	63
	Section 1004.	 Statement by Officers as to Default.	64
	Section 1005.	 Waiver of Certain Covenants.	65
	Section 1006.	 No Conflicts with Sanctions Laws.	65


   

  
  
    	 	 iii	 


  

  
     

  

  
   

  	 	Article XI	 
	 	Redemption of Securities	 
	 	 	 
	Section 1101.	 Applicability of Article.	66
	Section 1102.	 Election to Redeem; Notice to Trustee.	66
	Section 1103.	Selection by Trustee of Securities to Be Redeemed.	66
	Section 1104.	 Notice of Redemption.	67
	Section 1105.	 Deposit of Redemption Price.	68
	Section 1106.	 Securities Payable on Redemption Date.	69
	Section 1107.	 Securities Redeemed in Part.	69
	 	 	 
	 	Article XII	 
	 	Sinking Funds	 
	 	 	 
	Section 1201.	 Applicability of Article.	70
	Section 1202.	 Satisfaction of Sinking Fund Payments with Securities.	70
	Section 1203. 	Redemption of Securities for Sinking Fund.	70
	 	 	 
	 	Article XIII	 
	 	Defeasance and Covenant Defeasance	 
	 	 	 
	Section 1301.	 Company’s Option to Effect Defeasance or Covenant Defeasance.	71
	Section 1302.	 Defeasance and Discharge.	71
	Section 1303.	 Covenant Defeasance.	72
	Section 1304.	 Conditions to Defeasance or Covenant Defeasance.	72
	Section 1305.	 Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	74
	 	Section 1306. Reinstatement.	75
	 	 	 
	 	Article XIV	 
	 	Guarantee of Securities	 
	 	 	 
	Section 1401.	 Guarantee.	75
	Section 1402.	 Additional Guarantors.	76
	Section 1403.	 Waiver.	76
	Section 1404.	 Guarantee of Payment.	76
	Section 1405.	 No Discharge or Diminishment of Guarantee.	76
	Section 1406.	 Defenses of Company Waived.	77
	Section 1407.	 Continued Effectiveness.	77
	Section 1408.	 Subrogation.	78
	Section 1409.	 Subordination.	78
	Section 1410.	 Release of Guarantor and Termination of Guarantee.	78
	Section 1411.	 Limitation of Guarantors’ Liability.	79
	Section 1412.	 No Obligation to Take Action Against the Company.	80
	Section 1413. 	Execution and Delivery.	80


   

  
  
    	 	 iv	 


  

  
     

  

  
   

  INDENTURE, dated as of [             ], [       ], among
    [             ], a [             ] (herein called the “Company”), each of the Guarantors named herein (the “Guarantors”)
    and [             ], as Trustee (herein called the “Trustee”).

   

  RECITALS

   

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

   

  Each Guarantor has duly authorized its guarantee
    of the Securities (the “Guarantees”) and to provide therefor each Guarantor has duly authorized the execution
    and delivery of this Indenture.

   

  All things necessary to make this Indenture
    a valid agreement of each of the Company and the Guarantors, in accordance with its terms, have been done.

   

  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

   

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

   

  Article
      I

    Definitions and Other Provisions of General Application

   

  Section 101. Definitions.

   

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

   

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

   

  (2)       all
    other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
    assigned to them therein;

   

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

   

  
  
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  (4)       unless
    the context otherwise requires, any reference to an “Article,” a “Section” or a “Schedule”
    refers to an Article, a Section or a Schedule, as the case may be, of this Indenture;

   

  (5)       the
    words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture
    as a whole and not to any particular Article, Section or other subdivision;

   

  (6)       “including”
    means including without limitation;

   

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

   

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

   

  “Act,” when used with respect
    to any Holder, has the meaning specified in ‎Section 104.

   

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

   

  “Applicable Law” has the
    meaning specified in Section 116.

   

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

   

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

   

  
  
    	 	2	 


  

  
     

  

  
   

  “Business Day” means, when
    used with respect to any Place of Payment, unless otherwise specified as contemplated by ‎Section 301, any day, other than
    a Saturday or Sunday, which is not a day on which banking institutions or trust companies are authorized or obligated by law, regulation
    or executive order to close in that Place of Payment.

   

  “Commission” means the U.S.
    Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the
    execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
    Act, then the body performing such duties at such time.

   

  “Company” means the Person
    named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant
    to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

   

  “Company Request” or “Company
      Order” means a written request or order signed by or on behalf of the Company by any Officer, manager, member or partner
    thereof (or any Person designated in writing as authorized to execute and deliver Company Requests and Company Orders), and delivered
    to the Trustee.

   

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

   

  “Corporate Trust Office”
    means the principal office of the Trustee at which, at any particular time, its corporate trust business shall be conducted, which
    office is located as of the date of this Indenture at [                      ], Attention: [               ], or at any other time at such other address
    as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of any successor
    Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company).

   

  “Corporation” means KKR &
    Co. Inc., a Delaware corporation.

   

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

   

  “Credit Group” means the
    Credit Parties and the Credit Parties’ direct and indirect Subsidiaries (to the extent of their economic ownership interest
    in such Subsidiaries) taken as a whole.

   

  “Credit Parties” means the
    Company and the Guarantors.

   

  
  
    	 	3	 


  

  
     

  

  
   

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

   

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

   

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

   

  “Defeasance” has the meaning
    specified in ‎Section 1302.

   

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

   

  “Electronic Means" shall mean
    the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization
    codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available
    for use in connection with its services hereunder.

   

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

   

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

   

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

   

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

   

  “GAAP” means generally accepted
    accounting principles in the United States (including, if applicable, International Financial Reporting Standards) as in effect
    from time to time.

   

  “Global Security” means a
    Security that evidences all or part of the Securities of any series and bears the legend set forth in ‎Section 202 (or such
    legend as may be specified as contemplated by ‎Section 301 for such Securities).

   

  
  
    	 	4	 


  

  
     

  

  
   

  “Guarantees” has the meaning
    specified in the second recital of this Indenture and more particularly means any Guarantee made by each of the Guarantors as set
    forth in ‎Article XIV hereof.

   

  “Guarantors” means (i) each
    of the Persons listed on Schedule I attached hereto and (ii) in the future, any New KKR Entity that becomes a Guarantor pursuant
    to ‎Article XIV, but in each case excluding Persons who cease to be Guarantors in accordance with this Indenture.

   

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

   

  “Indenture” means this Indenture
    as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto
    entered into pursuant to the applicable provisions hereof, including, for all purposes of this Indenture and any such supplemental
    indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Indenture and any such supplemental
    indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
    as contemplated by ‎Section 301.

   

  “Insignificant Guarantor”
    means a Guarantor (or a group of Guarantors taken together) that would not, on a combined and consolidated basis and taken as a
    whole together with all then-existing Non-Guarantor Entities designated pursuant to clause ‎(ii)
    of the definition of Non-Guarantor Entity set forth in ‎Section 1410, constitute a Significant Subsidiary.

   

  “Interest” means, when used
    with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, interest payable after
    Maturity.

   

  “Interest Payment Date” means,
    when used with respect to any Security, the Stated Maturity of an installment of interest on such Security.

   

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

   

  “Maturity” means, when used
    with respect to any Security, the date on which the principal of such Security or an installment of principal becomes due and payable
    as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

   

  “New KKR Entity” means any
    direct or indirect Subsidiary of the Corporation other than (i) a then-existing Guarantor, (ii) any Person in which the Corporation
    directly or indirectly owns its interest through one or more of the then-existing Guarantors or (iii) any Person through which
    the Corporation directly or indirectly owns its interests in one or more then-existing Guarantors.

   

  
  
    	 	5	 


  

  
     

  

  
   

  “Non-Guarantor Entity” means
    any Person so designated by the Company pursuant to ‎Section 1410.

   

  “Non-Guarantor Limitation”
    has the meaning specified in ‎Section 1410.

   

  “Notice of Default” means
    a written notice of the kind specified in ‎Section 501.

   

  “Obligations” has the meaning
    specified in ‎Section 1401.

   

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

   

  “Officer” means any Chairman,
    any Vice Chairman, any Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer, any Vice President,
    any Assistant Treasurer, the Principal Accounting Officer, the Chief Financial Officer, the Chief Accounting Officer, the General
    Counsel, any Senior Principal, the Secretary or any Assistant Secretary of the Company or any Guarantor (or any sole or managing
    member or general partner of the Company or any Guarantor), as the case may be, or, in the case of the Company or the Guarantors’
    general partners, any Person designated as an officer pursuant to the organizational documents of the Company or the Guarantors.

   

  “Officers’ Certificate”
    means a certificate signed by two Officers of the Company or any Guarantor (or any sole or managing member or general partner of
    the Company or any Guarantor), as the case may be, and delivered to the Trustee.

   

  “Opinion of Counsel” means
    a written opinion of counsel (who may be counsel for, including an employee of, the Company or for any Guarantor) and who shall
    be reasonably acceptable to the Trustee.

   

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

   

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

   

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

   

  
  
    	 	6	 


  

  
     

  

  
   

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

   

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

   

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

   

  (5)       Securities
    as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been made available), or
    as to which any other particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated
    in ‎Section 301;

   

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

   

  
  
    	 	7	 


  

  
     

  

  
   

  “Paying Agent” means any
    Person authorized by the Company to pay the principal of or premium, if any, or interest on any Securities on behalf of the Company
    or any Guarantor.

   

  “Permitted Jurisdictions”
    has the meaning specified in ‎Section 801(a)‎(1).

   

  “Person” means an individual,
    a corporation, a partnership, a limited liability company, an association, a trust, or any other entity including government or
    political subdivision or an agency or instrumentality thereof.

   

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

   

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

   

  “Redemption Date” means,
    when used with respect to any Security to be redeemed, the date fixed for such redemption by or pursuant to this Indenture.

   

  “Redemption Price” means,
    when used with respect to any Security to be redeemed, the price at which it is to be redeemed pursuant to this Indenture.

   

  “Regular Record Date” means,
    for the interest payable on any Interest Payment Date on the Securities of any series, the date specified for that purpose as contemplated
    by ‎Section 301.

   

  “Repayment Date” means, when
    used with respect to a Security to be repaid at the option of a Holder, the date fixed for such repayment by or pursuant to this
    Indenture.

   

  
  
    	 	8	 


  

  
     

  

  
   

  “Responsible Officer” means
    with respect to the Trustee, any officer assigned to the corporate finance group (or any successor division or unit) of the Trustee
    located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture
    and, for the purposes of ‎Section 601(3)(B) and the second sentence of ‎Section 602, shall also include any other officer
    of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with
    the particular subject.

   

  “Securities” has the meaning
    specified in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this
    Indenture.

   

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

   

  “Security Register” and “Security
      Registrar” have the respective meanings specified in ‎Section 305.

   

  “Senior Principal” means
    any member of the Series I Preferred Stockholder who holds any limited liability partnership interests in the Series I Preferred
    Stockholder.

   

  “Series I Preferred Stockholder”
    means KKR Management LLP, a Delaware limited liability partnership.

   

  “Significant Subsidiary”
    means a “significant subsidiary” (as such term is defined in Rule 1-02(w) of Regulation S-X under the Securities Act
    or any successor provision) of the Corporation.

   

  “Special Record Date” means,
    for the payment of any Defaulted Interest, a date fixed by the Trustee pursuant to ‎Section 307.

   

  “Stated Maturity” means,
    when used with respect to any Security or any installment of principal thereof or interest thereon, the date specified in such
    Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

   

  “Subsidiary” means any subsidiary
    of a Person that is or would be consolidated with such Person in the preparation of segment information (or, in the absence of
    segment information, comparable non-GAAP information) with respect to the combined financial statements of such Person. Notwithstanding
    the foregoing, a Subsidiary shall not include (a) any private equity or other investment fund or vehicle or (b) any portfolio company
    of any such fund or vehicle.

   

  
  
    	 	9	 


  

  
     

  

  
   

  “Substantially All Merger”
    means a merger or consolidation of one or more Credit Parties with or into another Person that would, in one or a series of related
    transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined
    assets of the Credit Group taken as a whole to a Person that is not within the Credit Group immediately prior to such transaction.

   

  “Substantially All Sale”
    means a sale, assignment, transfer, lease or conveyance to any other Person, in one or a series of related transactions, directly
    or indirectly, of all or substantially all of the combined assets of the Credit Group taken as a whole to a Person that is not
    within the Credit Group immediately prior to such transaction.

   

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

   

  “Trust Indenture Act” means
    the U.S. Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed; provided, however,
    that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
    required by any such amendment, the Trust Indenture Act of 1939 as so amended.

   

  “Trustee” means the Person
    named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant
    to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then
    a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities
    of any series shall mean the Trustee with respect to Securities of such series.

   

  “U.S. Government Obligation”
    means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith
    and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting
    as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith
    and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the
    option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
    Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for
    the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any
    U.S. Government Obligation which is so specified and held; provided that (except as required by law) such custodian is not
    authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the
    custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary
    receipt.

   

  
  
    	 	10	 


  

  
     

  

  
   

  “Vice President” means, when
    used with respect to the Company or any Guarantor (or any sole or managing member or general partner of the Company or any Guarantor)
    or the Trustee, any vice president, whether or not designated by a number or a word or words added before or after the title “vice
    president.”

   

  Section 102. Compliance Certificates and
      Opinions.

   

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

   

  Every certificate or opinion with respect to
    compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in ‎Section 1004)
    shall include:

   

  (1)       a
    statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
    relating thereto;

   

  (2)       a
    brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
    in such certificate or opinion are based;

   

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

   

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

   

  Section 103. Form of Documents Delivered
      to Trustee.

   

  In any case where several matters are required
    to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by,
    or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such
    Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
    any such Person may certify or give an opinion as to such matters in one or several documents.

   

  
  
    	 	11	 


  

  
     

  

  
   

  Any certificate or opinion of an Officer may
    be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
    Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect
    to the matters upon which such Officer’s certificate or opinion is based are erroneous. Any such certificate or Opinion of
    Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer
    or Officers stating that the information with respect to such factual matters is in the possession of the Company or a Guarantor,
    as the case may be, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion
    or representations with respect to such matters are erroneous.

   

  Where any Person is required to make, give or
    execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture,
    they may, but need not, be consolidated and form one instrument.

   

  Section 104. Acts of Holders; Record Dates.

   

  Any request, demand, authorization, direction,
    notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied
    in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly
    appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument
    or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company or the Guarantors. Such
    instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
    of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
    such agent shall be sufficient for any purpose of this Indenture and, subject to ‎Section 601, conclusive in favor of the Trustee,
    the Company and the Guarantors, if made in the manner provided in this ‎Section 104.

   

  The fact and date of the execution by any Person
    of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary
    public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument
    or writing acknowledged to him the execution thereof. Where such execution is by a Person acting in a capacity other than such
    Person’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such Person’s
    authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same,
    may also be proved in any other manner which the Trustee deems sufficient.

   

  
  
    	 	12	 


  

  
     

  

  
   

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

   

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

   

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

   

  The Trustee may set any day as a record date
    for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of
    (i) any Notice of Default, (ii) any declaration of acceleration referred to in ‎Section 502, (iii) any request to institute
    proceedings referred to in ‎Section 507(2) or (iv) any direction referred to in ‎Section 511, in each case with respect
    to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such
    series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction,
    whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder
    unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
    of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record
    date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously
    set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
    construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
    relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee,
    at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration
    Date to be given to the Company and the Guarantors in writing and to each Holder of Securities of the relevant series in the manner
    set forth in ‎Section 106.

   

  
  
    	 	13	 


  

  
     

  

  
   

  With respect to any record date set pursuant
    to this ‎Section 104, the party hereto which sets such record dates may designate any day as the “Expiration Date”
    and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be
    effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of
    Securities of the relevant series in the manner set forth in ‎Section 106, on or prior to the existing Expiration Date. If
    an Expiration Date is not designated with respect to any record date set pursuant to this ‎Section 104, the party hereto which
    set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with
    respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.

   

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

   

  Section 105. Notices, Etc., to Trustee, Company
      and Guarantors.

   

  Any request, demand, authorization, direction,
    notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
    to, or filed with,

   

  (1)       the
    Trustee by any Holder or by the Company or a Guarantor shall be sufficient for every purpose hereunder if made, given, furnished
    or filed in writing (which may be by facsimile) to or with the Trustee at its Corporate Trust Office at the location specified
    in ‎Section 101; or

   

  
  
    	 	14	 


  

  
     

  

  
   

  (2)       the
    Company or a Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein
    expressly provided) if in writing and mailed, first-class postage prepaid, to the Company or any Guarantor addressed to the attention
    of the Secretary of the Company or such Guarantor at the address of the Company’s principal office specified in writing to
    the Trustee by the Company and, until further notice, at 30 Hudson Yards, New York, New York 10001, fax number: (212) 750-0003,
    Attention: Chief Financial Officer.

   

  The Trustee shall have the right, but shall
    not be required, to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured
    electronic methods by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the Company
    or a Guarantor. The Trustee shall have no duty or obligation to verify or confirm that the person who sent such instructions or
    directions is, in fact, a person authorized to give instructions or directions on behalf of the Company or such Guarantor; and
    the Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Company or such
    Guarantor as a result of such reliance upon or compliance with such instructions or directions. The Company and each Guarantor
    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.

   

  The Trustee shall have the right to accept and
    act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture
    and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate
    listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen
    signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be
    added or deleted from the listing.  If the Company elects to give the Trustee Instructions using Electronic Means and the
    Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be
    deemed controlling.  The Company understands and agrees that the Trustee cannot determine the identity of the actual sender
    of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized
    Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer.  The Company
    shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company
    and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization
    codes, passwords and/or authentication keys upon receipt by the Company.  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 notwithstanding
    such directions conflict or are inconsistent with a subsequent written instruction.  The Company agrees: (i) to assume all
    risks arising out of the use of Electronic Means to submit Instructions 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; (ii) that it is fully
    informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that
    there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security
    procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable
    degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning
    of any compromise or unauthorized use of the security procedures.

   

  
  
    	 	15	 


  

  
     

  

  
   

  Section 106. Notice to Holders; Waiver.

   

  Where this Indenture provides for notice to
    Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
    first-class postage prepaid, to each Holder affected by such event, at such Holder’s address as it appears in the Security
    Register, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of
    such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any
    notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this
    Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
    either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be
    filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon
    such waiver.

   

  In case by reason of the suspension of regular
    mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall
    be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

   

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

   

  
  
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  Section 107. Conflict with Trust Indenture
      Act.

   

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

   

  Section 108. Effect of Headings and Table
      of Contents.

   

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

   

  Section 109. Successors and Assigns.

   

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

   

  Section 110. Separability Clause.

   

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

   

  Section 111. Benefits of Indenture.

   

  Nothing in this Indenture or in the Securities,
    express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any
    benefit or any legal or equitable right, remedy or claim under this Indenture.

   

  Section 112. Governing Law, Jurisdiction,
      Venue.

   

  This Indenture, the Securities and the Guarantees
    shall be governed by, and construed in accordance with, the laws of the State of New York. The Company, the Guarantors and the
    Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company, the Guarantors
    and Holders of the Securities agree that any legal suit, action or proceeding arising out of or relating to the Securities, may
    be instituted, brought and enforced in the United States District Court for the Southern District of New York (or, other than with
    respect to a cause of action arising under the Securities Act, if such court does not have jurisdiction over such action, suit
    or proceeding, the Supreme Court of New York County (Commercial Division) in the State of New York of the State of New York), which
    will be the exclusive forum for any such actions, suits or proceedings, except that any action, suit or proceeding asserting a
    cause of action arising under the Exchange Act may also be brought and enforced in any federal district court of the United States,
    which will be the exclusive forum for such actions, suits or proceedings. Holders of the Securities will be deemed to have consented
    to the jurisdiction of such courts and have waived any objection that such courts represent an inconvenient forum for any such
    suit, action or proceeding.

   

  
  
    	 	17	 


  

  
     

  

  
   

  Section 113. Legal Holidays.

   

  In any case where any Interest Payment Date,
    Redemption Date, Repayment Date or Stated Maturity of any Security, or any date on which a Holder has the right to convert such
    Holder’s Security, shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this
    Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply
    in lieu of this Section 113)) payment of principal and premium, if any, or interest, or the Redemption Price or conversion of such
    Security, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place
    of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date or Repayment Date or at the
    Stated Maturity, or on such conversion date. In the case, however, of Securities of a series bearing interest at a floating rate,
    if any Interest Payment Date (other than the Redemption Date, Repayment Date or Stated Maturity) would otherwise be a date that
    is not a Business Day, then the Interest Payment Date shall be postponed to the following date which is a Business Day, unless
    that Business Day falls in the next succeeding calendar month, in which case the Interest Payment Date will be the immediately
    preceding Business Day. No interest shall accrue for the period from and after any such Interest Payment Date, Redemption Date,
    Repayment Date, Stated Maturity or conversion date, as the case may be, to the date of such payment.

   

  Section 114. No Recourse Against Others.

   

  A director, partner, officer, employee, member,
    manager or stockholder as such of the Company or any Guarantor shall not have any liability for any obligations of the Company
    under the Securities, the Guarantees or this Indenture or for any claim based on, in respect of or by reason of such obligations
    or their creation. By accepting a Security, each Holder shall waive and release all such liability. The waiver and release shall
    be part of the consideration for the issue of the Securities.

   

  
  
    	 	18	 


  

  
     

  

  
   

  Section 115. Waiver of Jury Trial.

   

  EACH OF THE COMPANY, THE GUARANTORS, THE TRUSTEE
    AND THE HOLDERS, BY THEIR ACCEPTANCE OF THE SECURITIES, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
    LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS AMONG THE COMPANY, THE GUARANTORS AND THE TRUSTEE ONLY ARISING
    OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE GUARANTEES.

   

  Section 116. Compliance with Applicable Law.

   

  In order to comply with applicable tax laws,
    rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect
    from time to time (“Applicable Law”), the Trustee shall be entitled to make any withholding or deduction from
    payments under the Indenture to the extent necessary to comply with Applicable Law (and shall timely pay the amounts so withheld
    or deducted to the applicable governmental authority) for which [                          ] shall not have any liability.  Each of the Company
    and the Trustee agrees to reasonably cooperate and, at the reasonable request of the other, to provide the other with such information
    as each may have in its possession that is necessary to enable the determination of whether any payments hereunder are subject
    to FATCA Withholding Tax.

   

  Article
      II

    Security Forms

   

  Section 201. Forms Generally.

   

  The Securities of each series shall be in substantially
    such form or forms as shall be established by or pursuant to a Company Resolution or, subject to ‎Section 303, set forth in,
    or determined in the manner provided in, an Officers’ Certificate of the Company pursuant to a Company Resolution, or in
    one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations
    as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends
    or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or
    Depositary therefor or as may, consistently herewith, be determined by the Officer executing such Securities, as evidenced by their
    execution thereof. If the form of Securities of any series is established by action taken pursuant to a Company Resolution, a copy
    of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered
    to the Trustee at or prior to the delivery of the Company Order contemplated by ‎Section 303 for the authentication and delivery
    of such Securities. If all of the Securities of any series established by action taken pursuant to a Company Resolution are not
    to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security
    of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security
    of such series.

   

  
  
    	 	19	 


  

  
     

  

  
   

  The definitive Securities shall be printed,
    lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officers of
    the Company executing such Securities, as evidenced by their execution of such Securities.

   

  Section 202. Form of Legend for Global Securities.

   

  Unless otherwise specified as contemplated by
    ‎Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a
    legend in substantially the following form:

   

  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
    OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
    AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
    AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

   

  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
    MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
    WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
    PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
    REFERRED TO ON THE REVERSE HEREOF.

   

  Section 203. Form of Trustee’s Certificate
      of Authentication.

   

  The Trustee’s certificates of authentication
    shall be in substantially the following form:

   

  
  
    	 	20	 


  

  
     

  

  
   

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

   

  Dated:

   

  	 	[                          ], as Trustee
	 	 
	 	By:	 
	 	 	Authorized
            Signatory


   

  Article
      III

    The Securities

   

  Section 301. Amount Unlimited; Issuable in
      Series.

   

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

   

  The Securities may be issued in one or more
    series. There shall be established in or pursuant to (a) a Company Resolution or pursuant to authority granted by a Company Resolution
    and, subject to ‎Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate of the Company,
    or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series:

   

  (1)       the
    title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

   

  (2)       the
    limit, if any, on the aggregate principal amount of the Securities of the series which may be authenticated and delivered under
    this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
    of, other Securities of the series pursuant to ‎Section 304, ‎305, ‎306, ‎906 or ‎1107 and except for any Securities
    which, pursuant to ‎Section 303, are deemed never to have been authenticated and delivered hereunder);

   

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

   

  (4)       the
    date or dates on which the principal of any Securities of the series is payable or the method used to determine or extend those
    dates;

   

  
  
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  (5)       the
    rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest
    shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest
    payable on any Interest Payment Date;

   

  (6)       the
    place or places where the principal of and premium, if any, and interest on any Securities of the series shall be payable and the
    manner in which any payment may be made;

   

  (7)       the
    period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series
    may be redeemed, in whole or in part, at the option of the Company and, if other than by a Company Resolution, the manner in which
    any election by the Company to redeem the Securities shall be evidenced;

   

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

   

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

   

  (10)     if
    the amount of principal of or premium, if any, or interest on any Securities of the series may be determined with reference to
    a financial or economic measure or index or pursuant to a formula, the manner in which such amounts shall be determined;

   

  (11)     if
    other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or
    premium, if any, or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof
    in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding”
    in ‎Section 101;

   

  (12)     if
    the principal of or premium, if any, or interest on any Securities of the series is to be payable, at the election of the Company
    or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated
    to be payable, the currency, currencies or currency units in which the principal of or premium, if any, or interest on such Securities
    as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election
    is to be made and the amount so payable (or the manner in which such amount shall be determined);

   

  
  
    	 	22	 


  

  
     

  

  
   

  (13)     if
    other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall
    be payable upon declaration of acceleration of the Maturity thereof pursuant to ‎Section 502;

   

  (14)     if
    the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more
    dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such
    date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity
    other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any
    such case, the manner in which such amount deemed to be the principal amount shall be determined);

   

  (15)     if
    other than by a Company Resolution, the manner in which any election by the Company to defease any Securities of the series pursuant
    to ‎Section 1302 or ‎Section 1303 shall be evidenced; whether any Securities of the series other than Securities denominated
    in U.S. dollars and bearing interest at a fixed rate are to be subject to ‎Section 1302 or ‎Section 1303; or, in the case
    of Securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the Securities of the series,
    in whole or any specified part, shall not be defeasible pursuant to ‎Section 1302 or ‎Section 1303 or both such Sections;

   

  (16)     if
    applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
    and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne
    by any such Global Security in addition to or in lieu of that set forth in ‎Section 202 and any circumstances in addition to
    or in lieu of those set forth in clause (2) of the last paragraph of ‎Section 305 in which any such Global Security may be
    exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered,
    in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof and any other provisions
    governing exchanges or transfers of such Global Security;

   

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

   

  (18)     any
    addition to, deletion from or change in the covenants set forth in ‎Article X which applies to Securities of the series;

   

  (19)      if
    the Securities of the series are to be convertible into or exchangeable for cash and/or any securities or other property of any
    Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;

   

  
  
    	 	23	 


  

  
     

  

  
   

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

   

  (21)     whether
    the Securities of the series and, if applicable, any guarantees of such Securities will be senior or subordinated obligations as
    specified in or pursuant to the applicable indenture and in the certificates evidencing such Securities and those made part of
    the indenture by the Trust Indenture Act;

   

  (22)     whether
    the Securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such Securities
    shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the
    Company or any Guarantor;

   

  (23)     if a party other than [                                  ] is to
    act as Trustee for the Securities of such series, the name and Corporate Trust Office of such party; and

   

  (24)     any
    other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
    ‎Section 901(12)).

   

  All Securities of any one series shall be substantially
    identical except as to denomination and except as may otherwise be provided in or pursuant to the Company Resolution referred to
    above or pursuant to authority granted by one or more Company Resolutions and, subject to ‎Section 303, set forth, or determined
    in the manner provided, in the Officers’ Certificate of the Company referred to above or in any such indenture supplemental
    hereto.

   

  All Securities of any one series need not be
    issued at one time and, unless otherwise provided in or pursuant to the Company Resolution referred to above and, subject to ‎Section
    303, set forth, or determined in the manner provided, in the Officers’ Certificate of the Company referred to above or pursuant
    to authority granted by one or more Company Resolutions or in any such indenture supplemental hereto with respect to a series of
    Securities, additional Securities of a series may be issued, at the option of the Company, without the consent of any Holder, at
    any time and from time to time.

   

  
  
    	 	24	 


  

  
     

  

  
   

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

   

  Section 302. Denominations.

   

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

   

  Section 303. Execution, Authentication, Delivery
      and Dating.

   

  The Securities shall be executed on behalf of
    the Company by one of its Officers. The signature on the Securities may be manual, electronic or facsimile.

   

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

   

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

   

  (1)       if
    the form of such Securities has been established by or pursuant to Company Resolution or pursuant to authority granted by one or
    more Company Resolutions as permitted by ‎Section 201, that such form has been established in conformity with the provisions
    of this Indenture;

   

  (2)       if
    the terms of such Securities have been established by or pursuant to Company Resolution or pursuant to authority granted by one
    or more Company Resolutions as permitted by ‎Section 301, that such terms have been established in conformity with the provisions
    of this Indenture; and

   

  
  
    	 	25	 


  

  
     

  

  
   

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

   

  If such form or terms have been so established,
    the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will
    adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a
    manner which is not reasonably acceptable to the Trustee.

   

  Notwithstanding the provisions of ‎Section
    301 and of the preceding paragraph of this ‎Section 303, if all Securities of a series are not to be originally issued at one
    time, except in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated
    by ‎Section 301, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant
    to ‎Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to this ‎Section 303 at or prior
    to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original
    issuance of the first Security of such series to be issued.

   

  Each Security shall be dated the date of its
    authentication.

   

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

   

  
  
    	 	26	 


  

  
     

  

  
   

  Section 304. Temporary Securities.

   

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

   

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

   

  Section 305. Registration, Registration of
      Transfer and Exchange.

   

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

   

  Upon surrender for registration of transfer
    of any Security of a series at the office or agency of the Company in a Place of Payment for such series, the Company shall execute,
    and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities
    of the same series, of any authorized denominations and of like tenor and principal amount.

   

  At the option of the Holder, Securities of any
    series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and principal
    amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for
    exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities, which the Holder making the
    exchange is entitled to receive.

   

  
  
    	 	27	 


  

  
     

  

  
   

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

   

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

   

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

   

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

   

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

   

  
  
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  The provisions of clauses (1), (2), (3) and
    (4) of this paragraph shall apply only to Global Securities:

   

  (1)       Each
    Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global
    Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global
    Security shall constitute a single Security for all purposes of this Indenture.

   

  (2)       Notwithstanding
    any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by
    ‎Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global
    Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or
    a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under
    applicable law to continue as Depositary for such Global Security and a successor Depositary is not appointed within 90 days, (B)
    there shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) subject to the Applicable
    Procedures, the Company so directs the Trustee by a Company Order or (D) there shall exist such circumstances, if any, in addition
    to or in lieu of the foregoing as have been specified for this purpose as contemplated by ‎Section 301.

   

  (3)       Subject
    to clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by ‎Section 301, any exchange
    of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security
    or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

   

  (4)       Every
    Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any
    portion thereof, whether pursuant to this ‎Section 305, ‎Section 304, ‎306, ‎906 or ‎1107 or otherwise, shall
    be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name
    of a Person other than the Depositary for such Global Security or a nominee thereof.

   

  Section 306. Mutilated, Destroyed, Lost and
      Stolen Securities.

   

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

   

  If there shall be delivered to the Company and
    the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such security or indemnity
    as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the
    Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and the Trustee
    shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of
    like tenor and principal amount, and bearing a number not contemporaneously outstanding.

   

  
  
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  In case any such mutilated, destroyed, lost
    or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new
    Security, pay such Security.

   

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

   

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

   

  The provisions of this ‎Section 306 are
    exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of
    mutilated, destroyed, lost or stolen Securities.

   

  Section 307. Payment of Interest; Interest
      Rights Preserved.

   

  Except as otherwise provided as contemplated
    by ‎Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid
    or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor
    Securities) is registered at the close of business on the Regular Record Date for such interest.

   

  Any interest on any Security of any series which
    is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
    shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and
    such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

   

  
  
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  (1)       The
    Company may elect to make payment of any Defaulted Interest payable on Securities of a series to the Persons in whose names the
    Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record
    Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee
    in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed
    payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed
    to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior
    to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such
    Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
    Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less
    than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company
    of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such
    Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set
    forth in ‎Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted
    Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose
    names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such
    Special Record Date and shall no longer be payable pursuant to the following clause ‎(2).

   

  (2)       The
    Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent
    with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required
    by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner
    of payment shall be deemed practicable by the Trustee.

   

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

   

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

   

  
  
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  Section 308. Persons Deemed Owners.

   

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

   

  Section 309. Cancellation.

   

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

   

  Section 310. Computation of Interest.

   

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

   

  
  
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  Section 311. CUSIP or ISIN Numbers.

   

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

   

  Section 312. Original Issue Discount.

   

  If any of the Securities is an Original Issue
    Discount Security, the Company shall file with the Trustee promptly at the end of each calendar year (1) a written notice specifying
    the amount of original issue discount (including daily rates and accrual periods) accrued on such Outstanding Original Issue Discount
    Securities as of the end of such year and (2) such other specific information relating to such original issue discount as may then
    be relevant under the Internal Revenue Code.

   

  Section 313. General Provisions Relating
      to Global Securities.

   

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

   

  
  
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  Article
      IV

    Satisfaction and Discharge

   

  Section 401. Satisfaction and Discharge of
      Indenture.

   

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

   

  (1)       either

   

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

   

  (B)       all
    such Securities of such series not theretofore delivered to the Trustee for cancellation

   

  (i)       have
    become due and payable, or

   

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

   

  (iii)       are
    to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
    by the Trustee in the name, and at the expense, of the Company,

   

  
  
    	 	34	 


  

  
     

  

  
   

  and the Company, in the case of (i),
    (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in
    an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for
    cancellation, for principal and premium, if any, and interest to the date of such deposit (in the case of Securities which have
    become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

   

  (2)       the
    Company has paid or caused to be paid all other sums payable hereunder by the Company; and

   

  (3)       the
    Company has delivered to the Trustee an Officers’ Certificate of the Company and an Opinion of Counsel, each stating that
    all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have
    been complied with.

   

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

   

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

   

  Section 402. Application of Trust Money.

   

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

   

  
  
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  Article
      V

    Remedies

   

  Section 501. Events of Default.

   

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

   

  (1)       the
    Company defaults in the payment of any installment of interest on any Security of such series, and such default continues for a
    period of 30 days after such payment becomes due and payable;

   

  (2)       the
    Company defaults in the payment of the principal of or premium, if any, on any Security of such series when the same becomes due
    and payable, regardless of whether such payment became due and payable at its Stated Maturity, upon redemption, upon declaration
    of acceleration or otherwise;

   

  (3)       the
    Company defaults in the deposit of any sinking fund payment, when and as due by the terms of a Security of such series;

   

  (4)       any
    Credit Party defaults in the performance of, or breaches, any of its covenants and agreements in respect of any Security of such
    series contained in this Indenture or in the Securities of such series (other than those referred to in (1), (2) or (3) above),
    and such default or breach continues for a period of 90 days after the notice specified below;

   

  (5)       the
    Company or any Guarantor (other than an Insignificant Guarantor), pursuant to or within the meaning of the Bankruptcy Law (as defined
    below):

   

  (A)       commences
    a voluntary case or proceeding;

   

  
  
    	 	36	 


  

  
     

  

  
   

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

   

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

   

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

   

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

   

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

   

  (G)       takes
    any comparable action under any foreign laws relating to insolvency;

   

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

   

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

   

  (B)       appoints
    a Custodian of the Company or any Guarantor (other than an Insignificant Guarantor) or for all or substantially all of the property
    of the Company or any Guarantor (other than an Insignificant Guarantor); or

   

  (C)       orders
    the winding-up or liquidation of the Company or any Guarantor (other than an Insignificant Guarantor) (or any similar relief is
    granted under any foreign laws),

   

  and the order or decree remains unstayed and in effect for 90 days;

   

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

   

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

   

  
  
    	 	37	 


  

  
     

  

  
   

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

   

  The Trustee is not to be charged with knowledge
    of any Default or Event of Default or knowledge of any cure of any Default or Event of Default unless written notice of such Default
    or Event of Default has been given to the Trustee by the Company or any Holder.

   

  Section 502. Acceleration of Maturity; Rescission
      and Annulment.

   

  If an Event of Default with respect to Securities
    of any series at the time Outstanding (other than an Event of Default specified in ‎Section 501(5) or ‎(6) with respect
    to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate
    principal amount of the Outstanding Securities of such series may declare the principal amount of all the Securities of such series
    (or, if any Securities of such series are Original Issue Discount Securities, such portion of the principal amount of such Securities
    as may be specified by the terms thereof), together with any accrued and unpaid interest thereon, to be due and payable immediately,
    by a notice in writing to the Company and the Guarantors (and to the Trustee if given by Holders), and upon any such declaration,
    such principal amount (or specified amount), together with any accrued and unpaid interest thereon, shall become immediately due
    and payable. If an Event of Default specified in ‎Section 501(5) or ‎(6) with respect to the Company occurs, the principal
    amount of all the Securities of such series (or, in the case of any Security of such series which specifies an amount to be due
    and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof), together
    with any accrued and unpaid interest thereon, shall automatically, and without any declaration or other action on the part of the
    Trustee or any Holder, become immediately due and payable. Upon payment of such amount, all obligations of the Company in respect
    of the payment of principal and interest of the Securities of such series shall terminate.

   

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

   

  
  
    	 	38	 


  

  
     

  

  
   

  (1)       the
    Company or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay:

   

  (A)       all
    overdue interest on all Securities of such series,

   

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

   

  (C)       to
    the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in
    such Securities, and

   

  (D)       all
    sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
    its agents and counsel; and

   

  (2)       all
    Events of Default with respect to Securities of such series, other than the nonpayment of the principal of Securities of such series
    which have become due solely by such declaration of acceleration, have been cured or waived as provided in ‎Section 512.

   

  No such rescission shall affect any subsequent
    default or impair any right consequent thereon.

   

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

   

  The Company covenants that if (1) default is
    made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a
    period of 30 days, or (2) default is made in the payment of the principal of or premium, if any, on any Security at the Maturity
    thereof, the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the
    whole amount then due and payable on such Securities for principal and premium, if any, and interest and, to the extent that payment
    of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the
    rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover
    the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,
    its agents and counsel.

   

  
  
    	 	39	 


  

  
     

  

  
   

  If an Event of Default with respect to Securities
    of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights
    of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem necessary to protect
    and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the
    exercise of any power granted herein, or to enforce any other proper remedy.

   

  Section 504. Trustee May File Proofs of Claim.

   

  In case of the pendency of any receivership,
    insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative
    to the Company, any Guarantor or any other obligor upon the Securities or the property of the Company, any Guarantor or of such
    other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable
    as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company
    or any Guarantor for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding
    or otherwise:

   

  (1)       to
    file and prove a claim for the whole amount of principal and premium, if any, and interest owing and unpaid in respect of the Securities
    and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including
    any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of
    the Holders allowed in such judicial proceeding, and

   

  (2)       to
    collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

   

  and any custodian, receiver, assignee, trustee, liquidator, sequestrator
    (or other similar official) in any such judicial proceeding is hereby authorized by the Holder to make such payments to the Trustee
    and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
    amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
    and for any other amounts due the Trustee under ‎Section 607.

   

  No provision of this Indenture shall be deemed
    to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
    adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect
    of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote
    for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

   

  
  
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  Section 505. Trustee May Enforce Claims Without
      Possession of Securities.

   

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

   

  Section 506. Application of Money Collected.

   

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

   

  FIRST: To the payment of all amounts
    due the Trustee (including any predecessor Trustee) under ‎Section 607;

   

  SECOND: To the payment of the amounts
    then due and unpaid for principal of and premium, if any, and interest on the Securities in respect of which or for the benefit
    of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable
    on such Securities for principal and premium, if any, and interest, respectively; and

   

  THIRD: To the payment of the remainder,
    if any, to the Company or the Guarantors.

   

  Section 507. Limitation on Suits.

   

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

   

  
  
    	 	41	 


  

  
     

  

  
   

  (1)       Such
    Holder has previously given written notice to the Trustee of a continuing Event of Default, specifying an Event of Default with
    respect to the Securities of such series;

   

  (2)       the
    Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series shall have made written
    request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

   

  (3)       such
    Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities
    to be incurred in compliance with such request;

   

  (4)       the
    Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity;
    and

   

  (5)       no
    direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
    in aggregate principal amount of the Outstanding Securities of such series;

   

  it being understood and intended that no one or more of such Holders
    shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
    or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of
    such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit
    of all of such Holders.

   

  Section 508. Unconditional Right of Holders
      to Receive Principal, Premium and Interest and to Convert Securities.

   

  Notwithstanding any other provision in this
    Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal
    of and premium, if any, and, subject to ‎Section 307, interest on such Security on the respective Stated Maturities expressed
    in such Security (or, in the case of redemption or repayment, on the Redemption Date or date for repayment, as the case may be,
    and, if the terms of such Security so provide, to convert such Security in accordance with its terms) and to institute suit for
    the enforcement of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired without
    the consent of such Holder.

   

  Section 509. Rights and Remedies Cumulative.

   

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

   

  
  
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  Section 510. Delay or Omission Not Waiver.

   

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

   

  Section 511. Control by Holders.

   

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

   

  (1)       such
    direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Trustee in any personal
    liability, and

   

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

   

  Before proceeding to exercise any right or power
    hereunder at the direction of the Holders, the Trustee shall be entitled to receive from such Holders security or indemnity reasonably
    satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or
    direction.

   

  Section 512. Waiver of Past Defaults.

   

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

   

  (1)       in
    the payment of the principal of or premium, if any, or interest on any Security of such series, or

   

  
  
    	 	43	 


  

  
     

  

  
   

  (2)       in
    respect of a covenant or provision hereof which under ‎Article IX cannot be modified or amended without the consent of the
    Holder of each Outstanding Security of such series affected,

   

  provided that there had been paid or deposited with the Trustee
    a sum sufficient to pay all amounts due to the Trustee and to reimburse the Trustee for any and all fees, expenses and disbursements
    advanced by the Trustee, its agents and its counsel incurred in connection with such Default or Event of Default.

   

  Upon any such waiver, such Default shall cease
    to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but
    no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

   

  Section 513. Undertaking for Costs.

   

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

   

  Section 514. Waiver of Usury, Stay or Extension
      Laws.

   

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

   

  Section 515. Restoration of Rights and Remedies.

   

  If the Trustee or any Holder has instituted
    any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
    reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination
    in such proceeding, the Company, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their
    former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such
    proceeding had been instituted.

   

  
  
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  Article
      VI

    The Trustee

   

  Section 601. Certain Duties and Responsibilities
      of Trustee.

   

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

   

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

   

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

   

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

   

  (3)       No
    provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
    failure to act, or its own willful misconduct, except that:

   

  (A)       this
    ‎Section 601(3) shall not be construed to limit the effect of ‎Section 601(1) or ‎Section 601(4);

   

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

   

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

   

  (4)       No
    provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
    in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
    grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
    to it.

   

  (5)       Whether
    or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
    affording protection to the Trustee shall be subject to the provisions of this ‎Section 601.

   

  Section 602. Notice of Defaults.

   

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

   

  Section 603. Certain Rights of Trustee.

   

  Subject to the provisions of ‎Section 601:

   

  (1)       the
    Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, certificate,
    statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
    or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

   

  
  
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  (2)       any
    request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and
    any resolution of the member or members of the Company or board of managers of the Company, as the case may be, shall be sufficiently
    evidenced by a Company Resolution thereof;

   

  (3)       whenever
    in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
    suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence
    of bad faith on its part, conclusively rely upon an Officers’ Certificate of the Company or the Guarantors;

   

  (4)       the
    Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete
    authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
    thereon;

   

  (5)       the
    Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
    of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably
    satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or
    direction;

   

  (6)       the
    Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
    instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
    or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
    or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
    to examine the books, records and premises of the Company or the Guarantors, personally or by agent or attorney at the sole cost
    of the Company or the Guarantors and shall incur no liability or additional liability of any kind by reason of such inquiry or
    investigation;

   

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

   

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

   

  
  
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  (9)       the
    Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed
    by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

   

  (10)     anything
    in this Indenture notwithstanding, in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential
    loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been
    advised of the likelihood of such loss or damage and regardless of the form of action;

   

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

   

  (12)     the
    Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of such Default or Event of
    Default, as the case may be, has been received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee
    from the Company or any Holder, and such notice references the Securities and this Indenture;

   

  (13)     the
    Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles
    of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may
    be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
    such certificate previously delivered and not superseded; and

   

  (14)     the
    permissive right of the Trustee to take or refrain from taking action hereunder shall not be construed as a duty.

   

  Section 604. Not Responsible for Recitals
      or Issuance of Securities.

   

  The recitals contained herein and in the Securities,
    except the Trustee’s certificates of authentication, shall be taken as the statements of the Company and the Guarantors,
    as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to
    the validity or sufficiency of this Indenture or of the Securities or the Guarantees. The Trustee shall not be accountable for
    the use or application by the Company of Securities or the proceeds thereof.

   

  
  
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  Section 605. May Hold Securities.

   

  The Trustee, any Paying Agent, any Security
    Registrar or any other agent of the Company or the Guarantors, in its individual or any other capacity, may become the owner or
    pledgee of Securities and, subject to Sections ‎608 and ‎613, may otherwise deal with the Company and the Guarantors with
    the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent.

   

  Section 606. Money Held in Trust.

   

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

   

  Section 607. Compensation and Reimbursement.

   

  The Company and each Guarantor jointly and severally
    agrees:

   

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

   

  (2)       except
    as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
    advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
    and the reasonable expenses and disbursements of its agents and counsel and all Persons not regularly in its employ), except any
    such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith, and the Trustee
    shall provide the Company reasonable notice of any expenditure not in the ordinary course of business; and

   

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

   

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

   

  “Trustee” for purposes of this Section
    shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee
    hereunder shall not affect the rights of any other Trustee hereunder.

   

  As security for the performance of the obligations
    of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected
    by it hereunder for any amount owing it or any predecessor Trustee pursuant to this ‎Section 607, except with respect to funds
    held in trust for the benefit of the Holders of particular Securities for the payment of principal of and premium, if any, or interest.

   

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

   

  Section 608. Conflicting Interests.

   

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

   

  To the extent permitted by the Trust Indenture
    Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect
    to Securities of more than one series.

   

  Section 609. Corporate Trustee Required;
      Eligibility.

   

  There shall at all times be one (and only one)
    Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other
    series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital
    and surplus of at least $50,000,000 and has its Corporate Trust Office in the Borough of Manhattan, The City of New York or [            ],
    [            ] or any other major city in the United States that is acceptable to the Company. If any such Person publishes reports of
    condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes
    of this ‎Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person
    shall be deemed to be its combined capital and surplus as set forth in its most recent annual report of condition so published.
    If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions
    of this ‎Section 609, it shall resign immediately in the manner and with the effect hereinafter specified in this ‎Article
    VI.

   

  
  
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  Section 610. Resignation and Removal; Appointment
      of Successor.

   

  No resignation or removal of the Trustee and
    no appointment of a successor Trustee pursuant to this ‎Article VI shall become effective until the acceptance of appointment
    by the successor Trustee in accordance with the applicable requirements of ‎Section 611.

   

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

   

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

   

  If at any time:

   

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

   

  
  
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  (2)       the
    Trustee shall cease to be eligible under ‎Section 609 and shall fail to resign after written request therefor by the Company,
    the Guarantors or any such Holder, or

   

  (3)       the
    Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent, or commence a voluntary bankruptcy proceeding,
    or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or
    control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

   

  then, in any such case, (A) the Company or the Guarantors may remove
    the Trustee with respect to all Securities or (B) subject to ‎Section 513, Holders of 10% in aggregate principal amount of
    Securities of any series who have been bona fide Holders of such Securities for at least six months may, on behalf of themselves
    and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to
    all Securities and the appointment of a successor Trustee or Trustees.

   

  If the Trustee shall resign, be removed or become
    incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one
    or more series, the Company or the Guarantors shall promptly appoint a successor Trustee or Trustees with respect to the Securities
    of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of
    one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular
    series) and shall comply with the applicable requirements of ‎Section 611. If, within one year after such resignation, removal
    or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed
    by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series delivered to the
    Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in
    accordance with the applicable requirements of ‎Section 611, become the successor Trustee with respect to the Securities of
    such series and to that extent supersede the successor Trustee appointed by the Company or the Guarantors. If no successor Trustee
    with respect to the Securities of any series shall have been so appointed by the Company, the Guarantors or the Holders and accepted
    appointment in the manner required by ‎Section 611, Holders of 10% in aggregate principal amount of Securities of any series
    who have been bona fide Holders of Securities of such series for at least six months may, on behalf of themselves and all others
    similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the
    Securities of such series.

   

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

   

  
  
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  Section 611. Acceptance of Appointment by
      Successor.

   

  In case of the appointment hereunder of a successor
    Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
    Company, the Guarantors and the retiring Trustee a written instrument accepting such appointment, and thereupon the resignation
    or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance,
    shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, but, on the request of the Company,
    the Guarantors or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver a written
    instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign,
    transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder subject nonetheless
    to the lien provided for in ‎Section 607.

   

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

   

  
  
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  Upon request of any such successor Trustee,
    the Company and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to
    such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may
    be.

   

  No successor Trustee shall accept its appointment
    unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this ‎Article VI.

   

  Upon acceptance of appointment by a successor
    trustee as provided in this Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first
    class postage prepaid, to the Holders, as their names and addresses appear upon the Security Register. If the Company fails to
    transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause
    such notice to be transmitted at the expense of the Company.

   

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

   

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

   

  
  
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  Section 613. Preferential Collection of Claims
      Against Company.

   

  If and when the Trustee shall be or become a
    creditor of the Company or any Guarantor (or any other obligor upon the Securities), the Trustee shall be subject to the provisions
    of the Trust Indenture Act regarding the collection of claims against the Company or any Guarantor (or any such other obligor).

   

  Section 614. Trustee’s Application
      for Instructions from the Company.

   

  Any application by the Trustee for written instructions
    from the Company may, at the option of the Trustee, set forth in writing any action proposed (to the extent not provided for in
    this Indenture) to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall
    be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee
    in accordance with a proposal included in such application on or after the date specified in such application (which date shall
    not be less than 10 Business Days after the date any officer of the Company actually receives such application, unless any such
    officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the
    case of an omission), the Trustee shall have received written instructions in response to such application specifying the action
    to be taken or omitted.

   

  Article
      VII

    Holders’ Lists and Reports by the Trustee, the Company and the Guarantors

   

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

   

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

   

  Section 702. Preservation of Information;
      Communications to Holders.

   

  The Trustee shall preserve, in as current a
    form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee
    as provided in ‎Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar.
    The Trustee may dispose of any list furnished to it as provided in ‎Section 701 upon receipt of a new list so furnished.

   

  
  
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  The rights of Holders to communicate with other
    Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges
    of the Trustee, shall be as provided by the Trust Indenture Act.

   

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

   

  Section 703. Reports by Trustee.

   

  The Trustee shall transmit to Holders such reports
    concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times
    and in the manner provided pursuant thereto. The Trustee shall, within 60 days after each [                    ] following the date of this Indenture,
    deliver to Holders a brief report, dated as of such [                    ], pursuant to this Section 703.

   

  A copy of each such report shall, at the time
    of such transmission to Holders, be filed by the Trustee with each stock exchange and automated quotation system, if any, upon
    which any Securities are listed, with the Commission (if accepted for filing by the Commission) and the Company. The Company will
    notify the Trustee when any Securities are listed on any stock exchange or automated quotation system or delisted therefrom.

   

  Section 704. Reports by the Company and the
      Guarantors.

   

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

   

  
  
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  Article
      VIII

    Consolidation, Merger, Sale of Assets and Other Transactions

   

  Section 801. Company and Guarantors May Merge
      or Transfer Assets on Certain Terms.

   

  (a)       None
    of the Credit Parties shall be a party to a Substantially All Merger or participate in a Substantially All Sale, unless:

   

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

   

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

   

  (3)       the
    Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and
    any supplemental indenture relating thereto comply with this Indenture and that all conditions precedent provided for in this Indenture
    relating to such transaction have been complied with.

   

  (b)       For as long as any Securities of any series
    under this Indenture remain outstanding, all equity and voting interests in the Company shall be owned directly or indirectly by
    one or more Guarantors and each of the Credit Parties must be organized under the laws of a Permitted Jurisdiction.

   

  Section 802. Successor Person Substituted.

   

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

   

  
  
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  Article
      IX

    Supplemental Indentures

   

  Section 901. Supplemental Indentures Without
      Consent of Holders.

   

  Without the consent of any Holders, the Company,
    the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in
    form satisfactory to the Trustee, for any of the following purposes:

   

  (1)       to
    add to the covenants for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the
    benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit
    of such series) or to surrender any right or power conferred upon the Company or any Guarantor hereunder, under any indenture supplemental
    hereto or under any series of Securities;

   

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

   

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

   

  (4)       to
    add new Guarantors;

   

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

   

  (6)       to
    secure the Securities;

   

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

   

  
  
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  (8)       to
    provide for the issuance of additional Securities of any series;

   

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

   

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

   

  (11)     to
    add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
    of Securities in uncertificated form;

   

  (12)     to
    add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided
    that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution
    of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such
    Security with respect to such provision or (B) shall become effective only when there is no Security described in clause (i) Outstanding;

   

  (13)     to
    cure any ambiguity, to correct or supplement any provision of this Indenture which may be defective or inconsistent with any other
    provision herein;

   

  (14)     to
    change any other provision contained in the Securities of any series or under this Indenture; provided that such action
    pursuant to this clause (14) shall not adversely affect the interests of the Holders of Securities of any series in any material
    respect; and

   

  (15)     to
    conform any provision of this Indenture or the Securities of any series to the description of such Securities contained in the
    Company’s prospectus, prospectus supplement, offering memorandum or similar document with respect to the offering of the
    Securities of such series.

   

  Section 902. Supplemental Indentures With
      Consent of Holders.

   

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

   

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

   

  (2)       reduce
    the principal amount of any Security or reduce the amount of the principal of an Original Issue Discount Security or any other
    Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or
    reduce the rate of or extend the time of payment of interest on any Security;

   

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

   

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

   

  (5)       impair
    the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or,
    in the case of redemption or repayment, on or after the Redemption Date or Repayment Date, as applicable);

   

  (6)       reduce
    the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any
    such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions
    of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;

   

  (7)       modify
    any of the provisions of this ‎Section 902, ‎Section 512 or ‎Section 1005, except to increase any such percentage or
    to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each
    Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent
    of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this ‎Section
    902 and ‎Section 1005, or the deletion of this proviso, in accordance with the requirements of Section ‎611 and ‎Section
    901(7);

   

  (8)       if
    the Securities of any series are convertible into or for any other securities or property of the Company, make any change that
    adversely affects in any material respect the right to convert any Security of such series (except as permitted by ‎Section
    901) or decrease the conversion rate or increase the conversion price of any such Security of such series, unless such decrease
    or increase is permitted by the terms of such Security;

   

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

   

  
  
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  (10)      modify
    the terms of any Guarantee in a manner adverse to the Holders of Securities of a series; or

   

  (11)     modify
    clauses (1) through (10) above.

   

  A supplemental indenture which changes or eliminates
    any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular
    series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or
    other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

   

  It shall not be necessary for any Act of Holders
    under this ‎Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
    such Act shall approve the substance thereof.

   

  Section 903. Execution of Supplemental Indentures.

   

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

   

  Section 904. Effect of Supplemental Indentures.

   

  Upon the execution of any supplemental indenture
    under this ‎Article IX, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form
    a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered
    hereunder shall be bound thereby.

   

  Section 905. Conformity with Trust Indenture
      Act.

   

  Every supplemental indenture executed pursuant
    to this Article IX shall conform to the requirements of the Trust Indenture Act.

   

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

   

  After a supplemental indenture under ‎Section
    901 (other than ‎Section 901(9)) and ‎902 becomes effective, the Company shall mail to the Trustee a notice briefly describing
    such supplemental indenture or a copy of such supplemental indenture and the Trustee shall on behalf of the Company and at the
    expense of the Company mail such notice or supplemental indenture to Holders affected thereby. Any failure of the Trustee to mail
    such notice, or any defect therein, or any failure of the Trustee to mail such supplemental indenture, shall not in any way impair
    or affect the validity of any such supplemental indenture.

   

  Securities of any series authenticated and delivered
    after the execution of any supplemental indenture pursuant to this ‎Article IX may, and shall if required by the Trustee, bear
    a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so
    determine, new Securities of any series so modified as to conform, in the opinion of the Company, to any such supplemental indenture
    may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities
    of such series.

   

  Article
      X

    Covenants

   

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

   

  The Company covenants and agrees for the benefit
    of each series of Securities that it will duly and punctually pay the principal of and premium, if any, and interest on the Securities
    of such series in accordance with the terms of the Securities and this Indenture. Principal and interest shall be considered paid
    on the date due if, on or before 10:00 a.m. (New York City time) on such date, the Trustee or the Paying Agent (or, if the Company
    or any Subsidiary of the Corporation is the Paying Agent, the segregated account or separate trust fund maintained by the Company
    or such Subsidiary pursuant to ‎Section 1003) holds in accordance with this Indenture money sufficient to pay all principal,
    premium and interest then due.

   

  The Company shall pay interest on overdue principal
    at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate
    to the extent lawful as provided in ‎Section 307.

   

  Notwithstanding anything to the contrary contained
    in this Indenture, the Company, the Guarantors or the Paying Agent may, to the extent it is required to do so by law, deduct or
    withhold income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities
    from principal, premium or interest payments hereunder.

   

  
  
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  Section 1002. Maintenance of Office or Agency.

   

  The Company will maintain in each Place of Payment
    for any series of Securities an office or agency where Securities of such series may be presented or surrendered for payment, where
    Securities of such series may be surrendered for registration of transfer or exchange, where Securities may be surrendered for
    conversion, and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture
    may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such
    office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish
    the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
    Trust Office of the Trustee. The Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders,
    notices and demands.

   

  The Company may also from time to time designate
    one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all
    such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission
    shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities
    of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission
    and of any change in the location of any such other office or agency.

   

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

   

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

   

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

   

  
  
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  Whenever the Company shall have one or more
    Paying Agents for any series of Securities, it will, no later than 10:00 a.m. (New York City time) on each due date for the principal
    of or premium, if any, or interest on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such amount,
    such sum to be held in trust for the Holders of such Securities entitled to the same, and (unless such Paying Agent is the Trustee)
    the Company will promptly notify the Trustee of its action or failure so to act.

   

  The Company will cause each Paying Agent for
    any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
    shall agree with the Trustee, subject to the provisions of this ‎Section 1003, that such Paying Agent shall hold in trust for
    the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any, or
    interest on the Securities and shall notify the Trustee in writing of any default by the Company in making any such payment and
    that it shall any time during the continuance of such default, upon the written request of the Trustee, forthwith pay to the Trustee
    all sums so held by such Paying Agent.

   

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

   

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

   

  Section 1004. Statement by Officers as to
      Default.

   

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

   

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

   

  Section 1005. Waiver of Certain Covenants.

   

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

   

  Section 1006. No Conflicts with Sanctions
      Laws.

   

  Neither the Company nor the Guarantors nor,
    to the knowledge of the Company and the Guarantors, any director, officer, agent, employee or Affiliate of the Company or the Guarantors,
    is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is currently subject
    to any sanctions (“Sanctions”) administered by the Office of Foreign Assets Control of the U.S. Department of
    the Treasury (“OFAC”), and each of the Company and the Guarantors represents and covenants that they will not,
    directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available
    such proceeds to any of the Company or the Guarantors, joint venture partner or other Person for the purpose of financing the activities
    of any person that is the subject of Sanctions.

   

  
  
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  Article
      XI

    Redemption of Securities

   

  Section 1101. Applicability of Article.

   

  Securities of any series which are redeemable
    before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
    by ‎Section 301 for such Securities) in accordance with this ‎Article XI.

   

  Section 1102. Election to Redeem; Notice
      to Trustee.

   

  The election of the Company to redeem any Securities
    shall be evidenced by a Company Resolution or an Officers’ Certificate of the Company or in another manner specified as contemplated
    by ‎Section 301 for such Securities. In case of any redemption at the election of the Company of the Securities of any series
    (including any such redemption affecting only a single Security), the Company shall, at least 15 days prior to the date any notice
    of a redemption is to be given to the Holders pursuant to ‎Section 1104 (unless a shorter notice shall be satisfactory to the
    Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and,
    if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration
    of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall
    furnish the Trustee with an Officers’ Certificate of the Company evidencing compliance with such restriction.

   

  Section 1103. Selection by Trustee of Securities
    to Be Redeemed.

   

  If less than all the Securities of any series
    are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption
    affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the
    Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method
    as the Trustee shall deem fair and appropriate, including by lot or pro rata, and which may provide for the selection for redemption
    of a portion of the principal amount of any Security of such series; provided that the unredeemed portion of the principal
    amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination)
    for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption
    affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the
    Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption
    in accordance with the preceding sentence. Notwithstanding the foregoing, as long as the Securities of any series are represented
    by one or more Global Securities, beneficial interests in such Securities shall be selected for redemption by the Depositary therefor
    in accordance with the Applicable Procedures.

   

  
  
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  If any Security selected for partial redemption
    is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted
    portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been
    converted during a selection of securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such
    selection.

   

  The Trustee shall promptly notify the Company
    in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption
    as aforesaid, the principal amount thereof to be redeemed.

   

  The provisions of the three preceding paragraphs
    shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole
    or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be
    in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

   

  For all purposes of this Indenture, unless the
    context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities
    redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

   

  Section 1104. Notice of Redemption.

   

  Notice of redemption shall be transmitted not
    less than 15 nor more than 60 days prior to the Redemption Date (or within such period as otherwise specified as contemplated by
    ‎Section 301 for Securities of a series), to each Holder of Securities to be redeemed, at such Holder’s address appearing
    in the Security Register.

   

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

   

  (1)       the
    Redemption Date;

   

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

   

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

   

  
  
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  (4)       that
    on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
    that interest thereon will cease to accrue on and after said date;

   

  (5)       the
    place or places where each such Security is to be surrendered for payment of the Redemption Price;

   

  (6)       for
    any Securities that by their terms may be converted, the terms of conversion, the date on which the right to convert the Security
    to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion;

   

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

   

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

   

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

   

  Section 1105. Deposit of Redemption Price.

   

  By no later than 10:00 a.m. (New York City time)
    on any Redemption Date, the Company shall deposit or cause to be deposited with the Trustee or with a Paying Agent (or, if any
    of the Credit Parties is acting as Paying Agent, such Credit Party will segregate and hold in trust as provided in ‎Section
    1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment
    Date or the Securities of the series provide otherwise) accrued interest on, all the Securities which are to be redeemed on that
    date, other than Securities or portions of Securities called for redemption which are owned by any of the Credit Parties and have
    been delivered by such Credit Party to the Trustee for cancellation. All money, if any, earned on funds held by the Paying Agent
    shall be remitted to the Company. In addition, the Paying Agent shall promptly return to the Company any money deposited with the
    Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued interest, if any, on,
    all Securities to be redeemed.

   

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

   

  Section 1106. Securities Payable on Redemption
      Date.

   

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

   

  If any Security called for redemption shall
    not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid, bear interest from
    the Redemption Date at the rate prescribed therefor in the Security.

   

  Section 1107. Securities Redeemed in Part.

   

  Any Security which is to be redeemed only in
    part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by,
    or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or
    such Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and
    deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor,
    of any authorized denomination as requested by such Holder, in principal amount equal to and in exchange for the unredeemed portion
    of the principal of the Security so surrendered.

   

  
  
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  Article
      XII

    Sinking Funds

   

  Section 1201. Applicability of Article.

   

  The provisions of this ‎Article XII shall
    be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated
    by ‎Section 301 for such Securities.

   

  The minimum amount of any sinking fund payment
    provided for by the terms of any series of Securities is herein referred to as a “mandatory sinking fund payment,”
    and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional
    sinking fund payment.” If provided for by the terms of any series of Securities, the cash amount of any sinking fund payment
    may be subject to reduction as provided in ‎Section 1202. Each sinking fund payment shall be applied to the redemption of Securities
    of the series as provided for by the terms of such Securities.

   

  Section 1202. Satisfaction of Sinking Fund
      Payments with Securities.

   

  The Company (1) may deliver Outstanding Securities
    of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been
    redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted
    optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any
    sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities
    as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not
    been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at
    the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and
    the amount of such sinking fund payment shall be reduced accordingly.

   

  Section 1203. Redemption of Securities for
      Sinking Fund.

   

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

   

  
  
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  Article
      XIII

    Defeasance and Covenant Defeasance

   

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

   

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

   

  Section 1302. Defeasance and Discharge.

   

  Upon the Company’s exercise of its option,
    if any, to have this ‎Section 1302 applied to any Securities or any series of Securities, or if this ‎Section 1302 shall
    otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged
    from their respective obligations with respect to such Securities and related Guarantees as provided in this ‎Section 1302
    on and after the date the conditions set forth in ‎Section 1304 are satisfied (hereinafter called “Defeasance”).
    For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged
    the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such
    Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense
    of the Company or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the
    following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities
    to receive, solely from the trust fund described in ‎Section 1304 and as more fully set forth in such ‎Section 1305, payments
    in respect of the principal of and premium, if any, and interest on such Securities when payments are due, (2) the Company’s
    obligations with respect to such Securities and the Guarantors’ obligations with respect to such Guarantees under Sections
    ‎304, ‎305, ‎306, ‎1002 and ‎1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder
    and (4) this ‎Article XIII. Subject to compliance with this ‎Article XIII, the Company or the Guarantors may exercise their
    option, if any, to have this ‎Section 1302 applied to the Securities of any series and the related Guarantees notwithstanding
    the prior exercise of its option, if any, to have ‎Section 1303 applied to such Securities and Guarantees.

   

  
  
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  Section 1303. Covenant Defeasance.

   

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

   

  Section 1304. Conditions to Defeasance or
      Covenant Defeasance.

   

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

   

  (1)       The
    Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
    contemplated by ‎Section 609 and agrees to comply with the provisions of this ‎Article XIII applicable to it) as trust
    funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to,
    the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled
    payment of principal and interest in respect thereof in accordance with their terms will provide money in an amount, or (C) a combination
    thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in
    a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any
    such other qualifying trustee) to pay and discharge, the principal of and premium, if any, and interest on such Securities to the
    respective Stated Maturities or Redemption Dates, in accordance with the terms of this Indenture and such Securities.

   

  
  
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  (2)       In
    the event of an election to have ‎Section 1302 apply to any Securities or any series of Securities, the Company shall have
    delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by,
    the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable Federal
    income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the beneficial
    owners of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance
    and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the
    same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.

   

  (3)       In
    the event of an election to have ‎Section 1303 apply to any Securities or any series of Securities, the Company shall have
    delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of such Securities will not recognize gain
    or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such
    Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the
    case if such deposit and Covenant Defeasance were not to occur.

   

  (4)       The
    Company shall have delivered to the Trustee an Officers’ Certificate of the Company to the effect that neither such Securities
    nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.

   

  (5)       No
    Default or Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the
    time of such deposit or, insofar as ‎Section 501(5) or ‎Section 501(6) are concerned, at any time on or prior to the 90th
    day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th
    day).

   

  
  
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  (6)       Such
    Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other material
    agreement or instrument to which the Company is a party or by which it is bound.

   

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

   

  Before or after a deposit, the Company may make
    arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with ‎Article XI.

   

  Section 1305. Deposited Money and U.S. Government
      Obligations to Be Held in Trust; Miscellaneous Provisions.

   

  Subject to the provisions of the last paragraph
    of ‎Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or
    other qualifying trustee (solely for purposes of this ‎Section 1305 and ‎Section 1306, the Trustee and any such other trustee
    are referred to collectively as the “Trustee”) pursuant to ‎Section 1304 in respect of any Securities shall
    be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
    either directly or through any such Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to
    the Holders of such Securities, of all sums due and to become due thereon in respect of principal and premium, if any, and interest,
    but money so held in trust need not be segregated from other funds except to the extent required by law.

   

  The Company and each Guarantor jointly and severally
    agrees to pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government
    Obligations deposited pursuant to ‎Section 1304 or the principal and interest received in respect thereof other than any such
    tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities; provided that the Trustee
    shall be entitled to charge any such tax, fee or other charge to such Holder’s account.

   

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

   

  
  
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  Section 1306. Reinstatement.

   

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

   

  Article
      XIV

    Guarantee of Securities

   

  Section 1401. Guarantee.

   

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

   

  
  
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  Section 1402. Additional Guarantors.

   

  The Company and each Guarantor shall cause each
    New KKR Entity (other than a Non-Guarantor Entity) to become a Guarantor pursuant to this Indenture and provide a Guarantee in
    respect of the Securities.

   

  Section 1403. Waiver.

   

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

   

  Section 1404. Guarantee of Payment.

   

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

   

  Section 1405. No Discharge or Diminishment
      of Guarantee.

   

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

   

  
  
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  Section 1406. Defenses of Company Waived.

   

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

   

  Section 1407. Continued Effectiveness.

   

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

   

  
  
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  Section 1408. Subrogation.

   

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

   

  Section 1409. Subordination.

   

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

   

  Section 1410. Release of Guarantor and Termination
      of Guarantee.

   

  A Guarantor shall, upon the occurrence of any
    of the following events, be automatically and unconditionally released and discharged from all obligations under this Indenture
    and its Guarantee without any action required on the part of the Trustee or any Holder; provided that such Guarantor would
    not, immediately after such release and discharge, be required to become a Guarantor pursuant to ‎Section 1402:

   

  
  
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  (1)       at
    any time such Guarantor is not the Corporation and is sold or disposed of (whether by merger, consolidation or the sale of all
    or substantially all of its assets) to an entity that is not required to become a Guarantor, if such sale or disposition is otherwise
    in compliance with this Indenture;

   

  (2)       such
    Guarantor is designated a Non-Guarantor Entity in accordance with this Indenture; or

   

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

   

  The Company may designate any Person as a “Non-Guarantor
    Entity” if (i) such Person is directly or indirectly wholly owned by one or more of the Credit Parties and (ii) such Person,
    together with all then-existing Non-Guarantor Entities designated pursuant to this clause ‎(ii) on a combined and consolidated
    basis and taken as a whole, would not constitute a Significant Subsidiary (the foregoing, the “Non-Guarantor Limitation”).
    The Company may also, from time to time, remove the designation of any Person as a Non-Guarantor Entity and must remove the designation
    as to one or more Non-Guarantor Entities designated pursuant to clause ‎(ii) of the immediately preceding sentence to the extent
    as of the end of any fiscal quarter such Non-Guarantor Entities exceed the Non-Guarantor Limitation. Any such designation or removal
    by the Company shall be evidenced to the Trustee by promptly filing with the Trustee a Company Resolution giving effect to such
    designation or removal, and in the case of a designation, a certificate of the chief financial officer of the Company (or, in his
    or her absence, the principal executive officer, principal accounting officer or treasurer of the Company) certifying that such
    designation complied with the foregoing provisions. The Company shall promptly file with the Trustee a notice of any such release
    of a Guarantor in accordance with this Indenture.

   

  The Trustee shall deliver an appropriate instrument
    evidencing such release upon receipt of a request of the Company accompanied by an Officers’ Certificate certifying as to
    the compliance with this Section.

   

  Section 1411. Limitation of Guarantors’
      Liability.

   

  Each Guarantor, and by its acceptance hereof
    each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor not constitute a
    fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the
    Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantor. To effectuate the
    foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this
    Indenture and its Guarantee shall be limited to the maximum aggregate amount which, after giving effect to all other contingent
    and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of, any
    other Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations
    under this Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer
    or conveyance.

   

  
  
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  Each Guarantee is expressly limited so that
    in no event, including the acceleration of the Maturity of the Securities, shall the amount paid or agreed to be paid in respect
    of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount
    under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest
    (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in
    respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum
    permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of
    funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any Holder of any Security
    in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.

   

  Section 1412. No Obligation to Take Action
      Against the Company.

   

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

   

  Section 1413. Execution and Delivery.

   

  To evidence its Guarantee set forth in this
    ‎Article XIV, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer
    of such Guarantor, and in the case of any New KKR Entity that becomes a Guarantor in accordance with this Indenture, such New KKR
    Entity’s Guarantee shall be evidenced by the execution and delivery on behalf of such New KKR Entity of a supplemental indenture
    hereto by an Officer of such New KKR Entity.

   

  Each Guarantor hereby agrees that its Guarantee
    set forth in this ‎Article XIV shall remain in full force and effect notwithstanding the absence of the endorsement of any
    notation of such Guarantee on any Securities.

   

  
  
    	 	80	 


  

  
     

  

  
   

  If an Officer whose signature is on this Indenture
    no longer holds that office at the time the Trustee authenticates any Security, the Guarantee shall be valid nevertheless.

   

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

   

  *              *              *

   

  This Indenture may be executed in any number
    of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
    but one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,”
    and words of like import in or relating to this Indenture or any document to be signed in connection with this Indenture shall
    be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of
    the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
    recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by
    electronic means.

   

  [Signature page follows]

   

  
  
    	 	81	 


  

  
     

  

  
   

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

   

  	 	[                           ], as Issuer
	 	 
	 	By:	 
	 	 	 
	 	 	Name:	 
	 	 	Title:	 


   

  	 	KKR & CO. INC., as Guarantor,
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


   

  	 	[                           ], as Guarantor,
	 	 
	 	By:	 
	 	 	 
	 	 	Name:	 
	 	 	Title:	 


   

  
  
    	[Signature Page to Indenture]


  

  
     

  

  
   

  	 	[                           ], as Trustee
	 	 
	 	By:	 
	 	 	 
	 	 	Name:	 
	 	 	Title:	 


   

  
  
    	[Signature Page to Indenture]


  

  
     

  

  
   

  SCHEDULE I

   

  GUARANTORS

   

  KKR & Co. Inc., a Delaware corporation

  [                   ], a [                ]

   

  
  
    	 	Schedule I-1