Exhibit 4.1 


 


Execution
Version


 


 


CLEARWAY ENERGY OPERATING LLC


 


and each
of the Guarantors PARTY HERETO


 


3.750% SENIOR NOTES DUE 2032





 


 






 


INDENTURE


 


Dated as of October 1, 2021


 


 






 


 





 



 


Delaware Trust Company


 


Trustee


 


 






 


 









     


     


    

   


	TABLE OF CONTENTS	 
	 	 	 
	 	 	Page
	 	 	 
	ARTICLE 1
 DEFINITIONS AND INCORPORATION  	 
	BY REFERENCE	 
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	15
	Section 1.03	Rules of Construction	15
	 	 	 
	ARTICLE 2	 
	THE ISSUANCE OF NOTES AND ADDITIONAL SECURITIES	 
	 	 	 
	Section 2.01	Form and Dating of Notes; Creation of Additional Securities	16
	Section 2.02	Execution and Authentication	18
	Section 2.03	Registrar and Paying Agent	19
	Section 2.04	Paying Agent to Hold Money in Trust	19
	Section 2.05	Holder Lists	20
	Section 2.06	Transfer and Exchange	20
	Section 2.07	Issuance of Additional Notes	30
	Section 2.08	Replacement Securities	30
	Section 2.09	Outstanding Securities	30
	Section 2.10	Treasury Securities	31
	Section 2.11	Temporary Securities	31
	Section 2.12	Cancellation	31
	Section 2.13	Defaulted Interest	31
	 	 	 
	ARTICLE 3	 
	REDEMPTION AND PREPAYMENT	 
	 	 	 
	Section 3.01	Notices to Trustee	32
	Section 3.02	Selection of Notes to Be Redeemed or Purchased	32
	Section 3.03	Notice of Redemption	33
	Section 3.04	Effect of Notice of Redemption	34
	Section 3.05	Deposit of Redemption or Purchase Price	34
	Section 3.06	Notes Redeemed or Purchased in Part	34
	Section 3.07	Optional Redemption	34
	Section 3.08	Mandatory Redemption	35
	 	 	 
	ARTICLE 4	 
	COVENANTS	 
	 	 	 
	Section 4.01	Payment of Notes	36
	Section 4.02	Maintenance of Office or Agency	36
	Section 4.03	Reports	36
	Section 4.04	Compliance Certificate	37
	Section 4.05	Taxes	37
	Section 4.06	Stay, Extension and Usury Laws	38
	Section 4.07	Liens	38
	Section 4.08	Limited Liability Company Existence	40
	Section 4.09	Offer to Repurchase Upon Change of Control Triggering Event	40
	Section 4.10	Additional Subsidiary Guarantees	42
	Section 4.11	Holding Company Status	42



  






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	 	 	Page
	 	 	 
	ARTICLE 5	 
	SUCCESSORS	 
	 	 	 
	Section 5.01	Merger, Consolidation or Sale of Assets	43
	Section 5.02	Successor Entity Substituted	44
	 	 	 
	ARTICLE 6	 
	DEFAULTS AND REMEDIES	 
	 	 	 
	Section 6.01	Events of Default	45
	Section 6.02	Acceleration	46
	Section 6.03	Other Remedies	47
	Section 6.04	Waiver of Past Defaults	47
	Section 6.05	Control by Majority	47
	Section 6.06	Limitation on Suits	47
	Section 6.07	Rights of Holders of Notes to Receive Payment	48
	Section 6.08	Collection Suit by Trustee	48
	Section 6.09	Trustee May File Proofs of Claim	48
	Section 6.10	Priorities	48
	Section 6.11	Undertaking for Costs	49
	 	 	 
	ARTICLE 7	 
	TRUSTEE	 
	 	 	 
	Section 7.01	Duties of Trustee	49
	Section 7.02	Rights of Trustee	50
	Section 7.03	Individual Rights of Trustee	51
	Section 7.04	Trustee’s Disclaimer	51
	Section 7.05	Notice of Defaults	52
	Section 7.06	[Reserved]	52
	Section 7.07	Compensation and Indemnity	52
	Section 7.08	Replacement of Trustee	53
	Section 7.09	Successor Trustee by Merger, etc.	54
	Section 7.10	Eligibility; Disqualification	54
	 	 	 
	ARTICLE 8	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 
	 	 	 
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	54
	Section 8.02	Legal Defeasance and Discharge	54
	Section 8.03	Covenant Defeasance	55
	Section 8.04	Conditions to Legal or Covenant Defeasance	55
	Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	56
	Section 8.06	Repayment to Company	57
	Section 8.07	Reinstatement	57
	 	 	 
	ARTICLE 9	 
	AMENDMENT, SUPPLEMENT AND WAIVER	 
	 	 	 
	Section 9.01	Without Consent of Holders of Notes	57
	Section 9.02	With Consent of Holders of Notes	58
	Section 9.03	[Reserved]	60
	Section 9.04	Revocation and Effect of Consents	60
	Section 9.05	Notation on or Exchange of Securities	60
	Section 9.06	Trustee to Sign Amendments, etc.	60



  






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	 	 	Page



 


	ARTICLE 10	 
	GUARANTEES	 
	 	 	 
	Section 10.01	Guarantee	60
	Section 10.02	Limitation on Guarantor Liability	61
	Section 10.03	Execution and Delivery of Guarantee	62
	Section 10.04	Guarantors May Consolidate, etc., on Certain Terms	62
	Section 10.05	Releases	63
	 	 	 
	ARTICLE 11	 
	satisfaction and discharge	 
	 	 	 
	Section 11.01	Satisfaction and Discharge	64
	Section 11.02	Application of Trust Money	65
	 	 	 
	ARTICLE 12	 
	MISCELLANEOUS	 
	 	 	 
	Section 12.01	[Reserved]	65
	Section 12.02	Notices	65
	Section 12.03	[Reserved]	66
	Section 12.04	Certificate and Opinion as to Conditions Precedent	66
	Section 12.05	Statements Required in Certificate or Opinion	66
	Section 12.06	Rules by Trustee and Agents	67
	Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	67
	Section 12.08	Governing Law	67
	Section 12.09	No Adverse Interpretation of Other Agreements	67
	Section 12.10	Successors	67
	Section 12.11	Severability	67
	Section 12.12	Counterpart Originals	68
	Section 12.13	Table of Contents, Headings, etc.	68
	Section 12.14	Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations	68
	Section 12.15	Electronic Signatures	68


  


EXHIBITS


 


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



  




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INDENTURE dated as of October 1, 2021 among
Clearway Energy Operating LLC, a Delaware limited liability company, the Guarantors (as defined herein) and Delaware Trust Company, as
trustee (the “Trustee”).


 


The Company, the Guarantors
and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein)
of the 3.750% Senior Notes due 2032 (the “Notes”) and any other Additional Securities issued pursuant to this Indenture
after the date hereof:


 


ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


	Section 1.01	Definitions.




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


For purposes of making the
computation referred to above:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(2)           the
excess (if any) of:


 


(a)            the
present value at such redemption date of (i) the redemption price of such Note at January 15, 2027 (such redemption price being
set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the Note through
January 15, 2027 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury
Rate as of such redemption date plus 50 basis points; over


 






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


 


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


 


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


 


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


 


“Board of Directors”
means:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Capital Stock”
means:


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Clearstream”
means Clearstream Banking, S.A.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Guarantors”
means each of:


 


		(1)	the Parent Guarantor; and



 


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



 


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


 


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


 


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


 


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


 


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


 


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


 






    8


     


    

 


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


 


(1)           in
respect of borrowed money;


 


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


 


(3)           in
respect of banker’s acceptances;


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Notes”
means the first $350,000,000 in aggregate principal amount of Notes issued under this Indenture on the date hereof.


 


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


 


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


 


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


 


“Issue Date”
means October 1, 2021.


 






    9


     


    

 


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


 


“Lien”
means, with respect to any asset:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Offering Memorandum”
means the offering memorandum dated September 24, 2021 in connection with the offering of the Notes by the Company.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“SEC” means
the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Subsidiary Guarantors”
means:


 


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


 


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


 


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


 


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


 


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


 


“Treasury Rate”
means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available
at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available
source of similar market data)) most nearly equal to the period from the redemption date to January 15, 2027; provided, however,
that if the period from the redemption date to January 15, 2027 is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year will be used.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    14


     


    

 


Section 1.02     Other
Definitions.


 


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


 


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


 


Section 1.03     Rules of
Construction.


 


Unless the context otherwise
requires:


 


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


 


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


 


(3)            “or”
is not exclusive;


 


(4)            “including”
is not limiting;


 


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


 


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


 


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


 


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


 


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


 






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ARTICLE 2

THE ISSUANCE OF NOTES AND ADDITIONAL SECURITIES


 


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


 


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


 


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


 


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


 


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


 


(3)           any
limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the Series pursuant to this Article 2);


 


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


 


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


 


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


 


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


 






    16


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(19)         any
addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee
or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02;


 


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


 






    17


     


    

 



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.02          Execution
and Authentication.


 


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


 






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


 


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


 


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


 


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


 


Section 2.03          Registrar
and Paying Agent.


 


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


 


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


 


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


 


Section 2.04          Paying
Agent to Hold Money in Trust.


 


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


 






    19


     


    

 


Section 2.05          Holder
Lists.


 


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require
of the names and addresses of the Holders.


 


Section 2.06          Transfer
and Exchange.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    20


     


    

 


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


 


(A)          both:


 


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


 


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


 


(B)           both:


 


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


 


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


 


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


 


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


 


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


 


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


 






    21


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    22


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    23


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    24


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    25


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    26


     


    

 


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


 


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


 


(f)            [Reserved]


 


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


 


(1)           Private
Placement Legend.


 


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


 


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


 


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


 






    27


     


    

 


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


 


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


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


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


 


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


 


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


 






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(i)            General
Provisions Relating to Transfers and Exchanges.


 


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


 


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


 


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


 


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


 


(5)           The
Company shall not be required:


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section 2.07          Issuance
of Additional Notes.


 


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


 


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


 


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


 


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


 


Section 2.08          Replacement
Securities.


 


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


 


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


 


Section 2.09          Outstanding
Securities.


 


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


 


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


 


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


 






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


 


Section 2.10          Treasury
Securities.


 


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


 


Section 2.11          Temporary
Securities.


 


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


 


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


 


Section 2.12          Cancellation.


 


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


 


Section 2.13          Defaulted
Interest.


 


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


 


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


 






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ARTICLE 3

REDEMPTION AND PREPAYMENT


 


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


 


Section 3.01          Notices
to Trustee.


 


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


 


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


 


(2)           the
redemption date;


 


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


 


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


 


Section 3.02          Selection
of Notes to Be Redeemed or Purchased.


 


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


 


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


 


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


 


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


 






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


 


Section 3.03        Notice
of Redemption.


 


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


 


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


 


(1)           the
redemption date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section 3.04          Effect
of Notice of Redemption.


 


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


 


Section 3.05          Deposit
of Redemption or Purchase Price.


 


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


 


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


 


Section 3.06          Notes
Redeemed or Purchased in Part.


 


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


 


Section 3.07          Optional
Redemption.


 


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


 


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


 


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


 






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(b)          At
any time prior to January 15, 2027, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less
than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed,
plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable redemption date, subject to the rights of
Holders on the relevant record date to receive interest due on the relevant interest payment date.


 


(c)           Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to January 15, 2027.


 


(d)           On
or after January 15, 2027, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10
nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus
accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the 12-month period
beginning on January 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest
on the relevant interest payment date:


 


	Year	 	Percentage	 
	2027 	 	 	101.875	%
	2028 	 	 	101.250	%
	2029 	 	 	100.625	%
	2030 and thereafter 	 	 	100.000	%



 


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


 


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


 


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


 


Section 3.08          Mandatory
Redemption.


 


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


 






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ARTICLE 4

COVENANTS


 


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


 


Section 4.01          Payment
of Notes.


 


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


 


Section 4.02          Maintenance
of Office or Agency.


 


The Company will maintain
an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may
be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes
and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the
Trustee.


 


The Company may also from
time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or agency.


 


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


 


Section 4.03          Reports.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


Section 4.04          Compliance
Certificate.


 


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


 


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


 


Section 4.05          Taxes.


 


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


 






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Section 4.06          Stay,
Extension and Usury Laws.


 


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


 


Section 4.07          Liens.


 


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


 


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


 


(2)           Existing
Liens;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(10)          Refinancing
Liens;


 


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


 


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


 


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


 


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


 


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


 






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Section 4.08          Limited
Liability Company Existence.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


Section 4.10          Additional
Subsidiary Guarantees.


 


If,


 


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


 


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


 


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


 


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


 


Section 4.11          Holding
Company Status


 


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


 


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


 


(2)            maintaining
its corporate existence;


 






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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 5

SUCCESSORS


 


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


 


Section 5.01          Merger,
Consolidation or Sale of Assets.


 


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


 


(1)            either:


 


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


 


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


 






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


 


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


 


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


 


This Section 5.01 shall
not apply to:


 


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


 


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


 


Section 5.02          Successor
Entity Substituted.


 


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


 






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ARTICLE 6

DEFAULTS AND REMEDIES


 


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


 


Section 6.01          Events
of Default.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(A)           commences
a voluntary case,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.02          Acceleration.


 


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


 






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Section 6.03          Other
Remedies.


 


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


 


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


 


Section 6.04          Waiver
of Past Defaults.


 


The Holders of a majority
in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in
the payment of the principal of, premium, if any, or interest on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may, by written notice to the
Trustee, rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section 6.05          Control
by Majority.


 


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


 


Section 6.06          Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


  


Section 6.07          Rights
of Holders of Notes to Receive Payment.


 


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


 


Section 6.08          Collection
Suit by Trustee.


 


If an Event of Default specified
in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest on, remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


 


Section 6.09          Trustee
May File Proofs of Claim.


 


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


 


Section 6.10          Priorities.


 


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


 


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


 






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


 


 


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


 


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


 


Section 6.11         Undertaking
for Costs.


 


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


 


ARTICLE 7

TRUSTEE


 


Section 7.01          Duties
of Trustee.


 


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


 


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


 


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


 


(2)            in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.
However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.


 


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


 


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


 


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


 






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


  


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


 


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


 


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


 


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


 


Section 7.02          Rights
of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


  


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.03          Individual
Rights of Trustee.


 


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


 


Section 7.04          Trustee’s
Disclaimer.


 


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


 






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Section 7.05          Notice
of Defaults.


 


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


 


Section 7.06          [Reserved]


 


Section 7.07          Compensation
and Indemnity.


 


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


 


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


 


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


 


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


 


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


 






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(f)            [Reserved]


 


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


 


Section 7.08     Replacement
of Trustee.


 


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


 


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


 


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


 


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


 


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


 


(4)            the
Trustee becomes incapable of acting.


 


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


 


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


 


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


 






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Section 7.09          Successor
Trustee by Merger, etc.


 


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


 


Section 7.10          Eligibility;
Disqualification.


 


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


 


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


Section 8.01          Option
to Effect Legal Defeasance or Covenant Defeasance.


 


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


 


Section 8.02          Legal
Defeasance and Discharge.


 


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


 


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


 






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


 


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


 


(4)            this
Article 8.


 


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


 


Section 8.03           Covenant
Defeasance.


 


Upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under Sections 4.07,
4.09 and 4.10 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof
are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection
with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that
such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes and Guarantees, the Company and the Guarantors may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document
and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes and Guarantees shall be unaffected thereby. In addition, upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Sections 6.01(3) and (4) hereof shall not constitute Events of Default.


 


Section 8.04          Conditions
to Legal or Covenant Defeasance.


 


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


 


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


 


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


 


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


 






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


  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Subject to Section 8.06
hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and
this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee
may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest,
but such money need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the outstanding Notes.


 






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


 


Section 8.06           Repayment
to Company.


 


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


 


Section 8.07           Reinstatement.


 


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


 


ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01           Without
Consent of Holders of Notes.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 9.02           With
Consent of Holders of Notes.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section 9.03           [Reserved]


 


Section 9.04           Revocation
and Effect of Consents.


 


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


 


Section 9.05           Notation
on or Exchange of Securities.


 


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


 


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


 


Section 9.06          Trustee
to Sign Amendments, etc.


 


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


 


ARTICLE 10

GUARANTEES


 


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


 


Section 10.01        Guarantee.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


Section 10.02        Limitation
on Guarantor Liability.


 


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


 






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Section 10.03         Execution
and Delivery of Guarantee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section 10.05         Releases.


 


(a)           [RESERVED]


 


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


 


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


 


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


 


(3)            upon
repayment in full of the Notes;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


ARTICLE 11

satisfaction and discharge


 


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


 


Section 11.01        Satisfaction
and Discharge.


 


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


 


(1)            either:


 


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


 


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


 


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


 


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


 


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


 


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


 






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


  


Section 11.02        Application
of Trust Money.


 


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


 


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


 


ARTICLE 12

MISCELLANEOUS


 


Section 12.01        [Reserved]


 


Section 12.02        Notices.


 


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


 


If to the Company and/or any Guarantor:


 


Clearway Energy Operating LLC 


c/o Clearway Energy, Inc. 


300 Carnegie Center Drive, Suite 300 


Princeton, New Jersey 08540 


Email: ogc@clearwayenergy.com


 


With a copy to: 


Baker Botts L.L.P. 


2001 Ross Ave., Suite 900 


Dallas, Texas 75201 


Fascimile: (214) 661-4783 


Attention: Preston Bernhisel


 






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If to the Trustee: 


Delaware Trust Company 


251 Little Falls Drive 


Wilmington, Delaware 19808 


Telecopier No.: (302) 636-8666 


Attention: Corporate Trust Department


 


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


 


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


 


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


 


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


 


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


 


Section 12.03        [Reserved]


 


Section 12.04        Certificate
and Opinion as to Conditions Precedent.


 


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


 


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


 


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


 


Section 12.05        Statements
Required in Certificate or Opinion.


 


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


 


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


 






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


 


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


 


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


 


Section 12.06        Rules by
Trustee and Agents.


 


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


 


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


 


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


 


Section 12.08        Governing
Law.


 


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


 


Section 12.09        No
Adverse Interpretation of Other Agreements.


 


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


 


Section 12.10        Successors.


 


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


 


Section 12.11        Severability.


 


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


 






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Section 12.12        Counterpart
Originals.


 


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


 


Section 12.13        Table
of Contents, Headings, etc.


 


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


 


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


 


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


 


Section 12.15        Electronic
Signatures.


 


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


 


[Signatures on following page]


 






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SIGNATURES


 


Dated as of October 1, 2021


 


	 	CLEARWAY ENERGY OPERATING LLC
 By Clearway Energy LLC, as managing member
	 	 
	 	By:	/s/ Chad Plotkin
	 	 	Name:    Chad Plotkin
	 	 	Title:      Senior Vice President, Chief Financial Officer and Treasurer
	 	 
	 	CLEARWAY ENERGY LLC
 By Clearway Energy, Inc., as managing member
	 	 
	 	By:	/s/ Chad Plotkin
	 	 	Name:   Chad Plotkin
	 	 	Title:     Senior Vice President and Chief Financial Officer
	 	 
	 	ALTA WIND 1-5 HOLDING COMPANY, LLC, as Guarantor
	 	By Alta Wind Company, LLC, as managing member
	 	 
	 	By:	/s/ Chad Plotkin
	 	 	Name:   Chad Plotkin
	 	 	Title:     Vice President and Treasurer
	 	 
	 	CENTRAL CA FUEL CELL 1, LLC, as Guarantors
 By Fuel Cell Holdings LLC, as managing member
	 	 
	 	By:	 /s/ Chad Plotkin
	 	Name: Chad Plotkin
	 	Title: Vice President and Treasurer




 


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




 






     


     


    

 


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




 


	 	By:	/s/ Chad Plotkin
	 	 	Name:   Chad Plotkin
	 	 	Title:     Senior Vice President, Chief Financial Officer and Treasurer
	 	 
	 	DG-CS HOLDINGS LLC, as Guarantor
 By DGPV Holding LLC, as managing member
	 	 
	 	By:	 /s/ Chad Plotkin
	 	Name:   Chad Plotkin
	 	Title:     Senior Vice President and Treasurer




 






     


     


    

 


	 	SPP FUND II, LLC
	 	SPP FUND II-B, LLC, as Guarantors
	 	By SPP Fund II Holdings, LLC, as managing member
	 	 
	 	By:	/s/ Chad Plotkin
	 	Name:   Chad Plotkin
	 	Title:     Senior Vice President and Treasurer
	 	 
	 	UB FUEL CELL, LLC, as Guarantor
 By Fuel Cell Holdings LLC, as sole member
	 	 
	 	By:	/s/ Chad Plotkin
	 	Name:   Chad Plotkin
	 	Title:     Vice President and Treasurer




 


 



     


     


    

 


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




 






     


     


    

 



 


EXHIBIT A


 


[Face of Note]


 


CUSIP/CINS ____________


 


3.750% Senior Notes due 2032


 


	No.___________	 	$ __________



 


CLEARWAY ENERGY OPERATING LLC


 


promises to pay to               
or registered assigns,


 


the principal sum of __________________________________________________________
DOLLARS on January 15, 2032.


 


Interest Payment Dates: January 15 and July 15


 


Record Dates: January 1 and July 1


 


Dated: _______________


 


This is one of the Notes referred to

in the within-mentioned Indenture.


 








    A-1 


     


    

 


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


 


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



 









    A-2 


     


    

 


	DELAWARE TRUST COMPANY,	 
	as Trustee	 
	 	 	 
	By:	 	 
	 	Authorized Signatory	 



 








    A-3 


     


    

 





[Back of Note]


 


3.750% Senior Notes due 2032


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(4)            Indenture.
The Company issued the Notes under an Indenture dated as of October 1, 2021 (the “Indenture”) among the Company,
the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms,
and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the
Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.


 






    A-4 


     


    

 


(5)            Optional
Redemption.


 


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


 


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


 


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


 


(b)          At
any time prior to January 15, 2027, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less
than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed,
plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights
of Holders on the relevant record date to receive interest due on the relevant interest payment date.


 


(c)           Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to January 15, 2027.


 


(d)           On
or after January 15, 2027, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10
nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus
accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month
period beginning on January 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive
interest on the relevant interest payment date:


 


	Year	 	Percentage	 
	2027	 	 	101.875	%
	2028	 	 	101.250	%
	2029	 	 	100.625	%
	2030 and thereafter	 	 	100.000	%



 


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


 


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


 


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


 






    A-5 


     


    

 


(7)            Repurchase
at the Option of Holder.


 


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


 


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


 


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


 


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


 


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


 






    A-6 


     


    

 


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


 






    A-7 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Clearway Energy Operating LLC





c/o Clearway Energy, Inc.





300 Carnegie Center, Suite 300





Princeton, NJ 08540





Attention: Investor Relations


 






    A-8 


     


    

 





Assignment
Form


 


To assign this Note, fill in the form below:


 


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



 


 


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


 


	 
	 
	 
	 
	 
	 
	 



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


 


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


 


Date: _______________


 


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




 


Signature Guarantee*: _________________________


 


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


 






    A-9 


     


    

 





Option of Holder to Elect Purchase


 


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


 


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


 


$_______________


 


Date: _______________


 


	 	Your Signature:	 
	 	(Sign exactly as your name appears
    on the face of this Note)
	 	 
	 	Tax Identification No.:	 




 





Signature Guarantee*: _________________________


 


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


 






    A-10 


     


    

 





Schedule
of Exchanges of Interests in the Global Note *


 


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


 


	Date of Exchange	Amount of 

decrease in 

Principal Amount 

of 

this Global Note	Amount of

 increase in 

Principal Amount 

of 

this Global Note	Principal Amount 

of this Global Note 

following such 

decrease 

(or increase)	Signature of 

authorized officer 

of Trustee or 

Custodian
	 	 	 	 	 


 


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



 






    A-11 


     


    

 



 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Clearway Energy Operating LLC 


c/o Clearway Energy, Inc.

300 Carnegie Center, Suite 300

Princeton, New Jersey 08540

Attention: General Counsel


 


Delaware Trust Company

251 Little Falls Drive

Wilmington, Delaware 19808

Attention: Corporate Trust Department


 


Re: 3.750% Senior
Notes due 2032


 


Reference is hereby made to
the Indenture, dated as of October 1, 2021 (the “Indenture”), among Clearway Energy Operating LLC, as issuer (the
 “Company”), the Guarantors party thereto and Delaware Trust Company, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


 


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


 


[CHECK ALL THAT APPLY]


 


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


 


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


 






    B-1 


     


    

 


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


 


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


 


or


 


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


 


or


 


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


 


or


 


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


 


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


 


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


 






    B-2 


     


    

 


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


 


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


 


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


 


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



 


	Dated:	 	




 









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ANNEX A TO CERTIFICATE OF TRANSFER


 


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


 


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


 


(a)    ̈
a beneficial interest in the:


 


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


 


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


 


(iii)           ̈
IAI Global Note (CUSIP _________); or


 


(b)   ̈
a Restricted Definitive Note.


 


2.            After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a)   ̈
a beneficial interest in the:


 


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


 


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


 


(iii)           ̈
IAI Global Note (CUSIP _________); or


 


(iv)           ̈
Unrestricted Global Note (CUSIP _________); or


 


(b)   ̈
a Restricted Definitive Note; or


 


(c)   ̈
an Unrestricted Definitive Note,


 


in accordance with the terms
of the Indenture.


 






    B-4 


     


    

 


EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


  


Clearway Energy Operating LLC 


c/o Clearway Energy, Inc.

300 Carnegie Center, Suite 300

Princeton, New Jersey 08540

Attention: General Counsel


 


Delaware Trust Company

251 Little Falls Drive

Wilmington, Delaware 19808

Attention: Corporate Trust Department


 


Re: 3.750% Senior
Notes due 2032


 


(CUSIP [            ])


 


Reference is hereby made to
the Indenture, dated as of October 1, 2021 (the “Indenture”), among Clearway Energy Operating LLC, as issuer (the
 “Company”), the Guarantors party thereto and Delaware Trust Company, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


 


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


 


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


 


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


 


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


 


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


 






    C-1 


     


    

 


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


 


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


 


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


 


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


 


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


 


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




 


	Dated:	 	 



 






    C-2 


     


    

 


EXHIBIT D


 


FORM OF CERTIFICATE
FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


Clearway Energy Operating LLC 


c/o Clearway Energy, Inc.

300 Carnegie Center, Suite 300

Princeton, New Jersey 08540

Attention: General Counsel


 


Delaware Trust Company

251 Little Falls Drive

Wilmington, Delaware 19808

Attention: Corporate Trust Department


 


Re: 3.750% Senior
Notes due 2032


 


Reference is hereby made to
the Indenture, dated as of October 1, 2021 (the “Indenture”), among Clearway Energy Operating LLC, as issuer (the
 “Company”), the Guarantors party thereto and Delaware Trust Company, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


 


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


 


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


 


(b)   ̈
a Definitive Note,


 


we confirm that:


 


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


 


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


 






    D-1 


     


    

 


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


 


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


 


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


 


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


 


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




 


	Dated:	 	 



 






    D-2 


     


    

 


EXHIBIT E


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


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


 


W I T N E S S E T H


 


WHEREAS, the Company has heretofore
executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2021 providing for
the issuance of 3.750% Senior Notes due 2032 (the “Notes”);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    E-1 


     


    

 


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


 


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


 


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


 






    E-2 


     


    

 


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


 


	Dated:		,



 


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




  






    E-3