Exhibit 4.1 


 


ARES FINANCE CO. III LLC,


 


as Issuer


 


the Guarantors party hereto from time to time


 


4.125% Fixed-Rate Resettable Subordinated Notes
Due 2051


 





 



 


INDENTURE


 


Dated as of June 30, 2021


 





 



 


U.S. Bank National Association


 


as Trustee


 






     


     


    


 


TABLE OF CONTENTS


 


	 	 	Page
	Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 	5
	Section 101	Definitions.	5
	Section 102	Rules of Construction.	15
	Section 103	No Incorporation by Reference of Trust Indenture Act.	15
	 	 	 
	Article II THE NOTES		15
	Section 201	Amount of Notes.	15
	Section 202	Denominations.	16
	Section 203	Interest.	16
	Section 204	Option to Defer Interest Payments.	17
	Section 205	Payment Restrictions During a Deferral Period.	17
	Section 206	Form Generally.	19
	Section 207	Execution, Authentication, Delivery and Dating.	19
	Section 208	Registration, Registration of Transfer and Exchange.	20
	Section 209	Transfer and Exchange of Global Notes.	22
	Section 210	Mutilated, Destroyed, Lost and Stolen Notes.	22
	Section 211	Payment of Interest; Interest Rights Preserved.	23
	Section 212	Persons Deemed Owners.	24
	Section 213	Cancellation.	24
	Section 214	CUSIP or ISIN Numbers.	24
	Section 215	General Provisions Relating to Global Notes.	24
	 	 	 
	Article III REDEMPTION OF NOTES 	25
	Section 301	Election to Redeem; Notice to Trustee.	25
	Section 302	Optional Redemption.	25
	Section 303	Tax Redemption.	25
	Section 304	Redemption after the Occurrence of a Rating Agency Event.	25
	Section 305	Change of Control Event Redemption.	25
	Section 306	Selection by Trustee of Notes to Be Redeemed.	26
	Section 307	Notice of Redemption.	26
	Section 308	Deposit of Redemption Price.	27
	Section 309	Notes Payable on Redemption Date.	27
	Section 310	Notes Redeemed in Part.	27
	 	 
	Article IV COVENANTS 	28
	Section 401	Payment of Principal, Premium, if any, and Interest.	28
	Section 402	Liens.	28
	Section 403	Maintenance of Office or Agency.	28
	Section 404	Money for Notes Payments to Be Held in Trust.	29
	Section 405	Statement by Officer as to Default.	29
	Section 406	Waiver of Certain Covenants.	30



 






    i


     


    

 


	Article V CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS 	30
	Section 501	Company and Guarantors May Merge or Transfer Assets on Certain Terms.	30
	Section 502	Successor Person Substituted.	31
	 	 
	Article VI GUARANTEE OF NOTES 	31
	Section 601	Guarantee.	31
	Section 602	Additional Guarantors.	31
	Section 603	Waiver.	31
	Section 604	Guarantee of Payment.	31
	Section 605	No Discharge or Diminishment of Guarantee.	32
	Section 606	Defenses of Company Waived.	32
	Section 607	Continued Effectiveness.	32
	Section 608	Subrogation.	33
	Section 609	Subordination.	33
	Section 610	Release of Guarantor and Termination of Guarantee.	33
	Section 611	Limitation of Guarantors’ Liability.	34
	Section 612	No Obligation to Take Action Against the Company.	34
	Section 613	Execution and Delivery.	34
	 	 	 
	Article VII SUBORDINATION 	35
	Section 701	Subordination to Senior Claims.	35
	Section 702	Payment Over of Proceeds Upon Dissolution, Etc.	35
	Section 703	No Payment When Senior Indebtedness in Default.	37
	Section 704	Payment Permitted If No Default.	37
	Section 705	Subrogation to Rights of Holders of Senior Claims.	38
	Section 706	Provisions Solely to Define Relative Rights.	38
	Section 707	Trustee to Effectuate Subordination.	38
	Section 708	No Waiver of Subordination Provisions.	38
	Section 709	Notice to Trustee.	39
	Section 710	Reliance on Judicial Order or Certificate of Liquidating Agent.	39
	Section 711	Trustee Not Fiduciary for Holders of Senior Claims.	40
	Section 712	Rights of Trustee as Holder of Senior Claims; Preservation of Trustee’s Rights.	40
	Section 713	Article Applicable to Paying Agents.	40
	 	 	 
	Article VIII REMEDIES 	40
	Section 801	Events of Default.	40
	Section 802	Section 802 Acceleration of Maturity; Rescission and Annulment.	42
	Section 803	Collection of Indebtedness and Suits for Enforcement by Trustee.	42
	Section 804	Trustee May File Proofs of Claim.	42
	Section 805	Trustee May Enforce Claims Without Possession of Notes.	43
	Section 806	Application of Money Collected.	43
	Section 807	Limitation on Suits.	44
	Section 808	Unconditional Right of Holders to Receive Principal, Premium, if any, and Interest.	44



 






    ii


     


    

 


	Section 809	Rights and Remedies Cumulative.	44
	Section 810	Delay or Omission Not Waiver.	45
	Section 811	Control by Holders.	45
	Section 812	Waiver of Past Defaults.	45
	Section 813	Undertaking for Costs.	45
	Section 814	Waiver of Usury, Stay or Extension Laws.	46
	Section 815	Restoration of Rights and Remedies.	46
	 	 
	Article IX THE TRUSTEE 	46
	Section 901	Certain Duties and Responsibilities of Trustee.	46
	Section 902	Certain Rights of Trustee.	47
	Section 903	Not Responsible for Recitals or Issuance of Notes.	49
	Section 904	May Hold Notes.	49
	Section 905	Money Held in Trust.	49
	Section 906	Compensation and Reimbursement.	49
	Section 907	Conflicting Interests.	50
	Section 908	Corporate Trustee Required; Eligibility.	50
	Section 909	Resignation and Removal; Appointment of Successor.	50
	Section 910	Acceptance of Appointment by Successor.	52
	Section 911	Merger, Conversion, Consolidation or Succession to Business.	52
	Section 912	Preferential Collection of Claims Against Company.	53
	Section 913	Trustee’s Application for Instructions from the Company.	53
	 	 	 
	Article X HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE, THE COMPANY AND THE GUARANTORS 	53
	Section 1001	Company to Furnish Trustee Names and Addresses of Holders.	53
	Section 1002	Preservation of Information; Communications to Holders.	53
	Section 1003	Reports by Trustee.	54
	Section 1004	Reports by the Company and the Guarantors.	54
	 	 	 
	Article XI SUPPLEMENTAL INDENTURES 	55
	Section 1101	Supplemental Indentures Without Consent of Holders.	55
	Section 1102	Supplemental Indentures With Consent of Holders.	56
	Section 1103	Execution of Supplemental Indentures.	57
	Section 1104	Effect of Supplemental Indentures.	57
	Section 1105	Notice of Supplemental Indenture; Reference in Notes to Supplemental Indentures.	57
	 	 
	Article XII SATISFACTION AND DISCHARGE 	58
	Section 1201	Satisfaction and Discharge of Indenture.	58
	Section 1202	Application of Trust Money.	58
	 	 
	Article XIII DEFEASANCE AND COVENANT DEFEASANCE 	59
	Section 1301	Defeasance and Discharge.	59
	Section 1302	Covenant Defeasance.	59
	Section 1303	Conditions to Defeasance or Covenant Defeasance.	59



 






    iii


     


    

 


	Section 1304	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	61
	Section 1305	Reinstatement.	61
	 	 
	Article XIV MISCELLANEOUS PROVISIONS 	62
	Section 1401	Compliance Certificates and Opinions.	62
	Section 1402	Form of Documents Delivered to Trustee.	62
	Section 1403	Acts of Holders; Record Dates.	63
	Section 1404	Notices, Etc., to Trustee, Company and Guarantors.	64
	Section 1405	Notice to Holders; Waiver.	65
	Section 1406	Agreement to Certain Tax Treatment.	65
	Section 1407	Effect of Headings and Table of Contents.	65
	Section 1408	Successors and Assigns.	66
	Section 1409	Separability Clause.	66
	Section 1410	Benefits of Indenture.	66
	Section 1411	Governing Law.	66
	Section 1412	Legal Holidays.	66
	Section 1413	No Recourse Against Others.	66
	Section 1414	WAIVER OF JURY TRIAL.	66
	Section 1415	U.S.A. Patriot Act.	67
	Section 1416	Execution in Counterparts; Electronic Signatures.	67
	 	 	 
	Schedule I	I-1
	 	 	 
	Exhibit
A	 	A-1




 






    iv


     


    

 


INDENTURE, dated as of June 30,
2021, among ARES FINANCE CO. III LLC, a limited liability company duly organized and existing under the laws of Delaware (the “Company”),
each of the Guarantors named herein (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).


 


RECITALS


 


The Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance from time to time of its 4.125% Fixed-Rate Resettable Subordinated
Notes due 2051 (the “Notes”).


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of
the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all
Holders of the Notes, as follows:


 


Article I


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section 101     Definitions.


 


“Act,”
when used with respect to any Holder, has the meaning specified in Section 1403.


 


“Additional Notes”
has the meaning specified in Section 201.


 


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


 


“AMC” means
Ares Management Corporation., a Delaware corporation, together with its successors and assigns.


 


“AMC Fund”
means any existing or future investment vehicle sponsored or managed by affiliates of any Credit Party and any separate or managed account
managed by affiliates of any Credit Party that primarily makes investments similar to those made by investment funds. For purposes hereof,
 “AMC Fund” shall also include related master-feeder funds, parallel funds, co-investment partnerships and alternative investment
vehicles established with respect to the foregoing.


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures
of DTC, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time.


 


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


 






    


     


    

 


“Below Investment
Grade Rating Event” means the rating on the Notes is lowered as a result of a Change of Control to below Investment Grade by
the Rating Agency (if the Notes are rated by one Rating Agency) or both Rating Agencies (if the Notes are rated by two Rating Agencies)
on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day
period following public notice of the occurrence of a Change of Control (which period shall be extended until the rating is or ratings
are, as the case may be, announced if during such 60 day period the rating of the Notes is under publicly announced consideration for
possible downgrade by a Rating Agency); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred as a result of a particular Change of Control (and thus shall not be deemed a
Below Investment Grade Rating Event for purposes of the definition of Change of Control Event hereunder) if the Rating Agency or Rating
Agencies, as the case may be, making the reduction in rating to which this definition would otherwise apply does not or do not, as the
case may be, announce or publicly confirm or inform the Company in writing at its 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 shall have occurred at the time of the Below Investment Grade Rating Event). The Company will
request the Rating Agency or Rating Agencies, as the case may be, to make such confirmation in connection with any Change of Control and
shall promptly deliver an officers’ certificate to the Trustee certifying as to whether or not such confirmation has been received
or denied.


 


“Business Day”
means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies are authorized or
obligated by law, regulation or executive order to close in New York.


 


“Change of Control”
means the occurrence 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 and assets of the Credit Group to any “person” (as
that term is used in Section 13(d)(3) of the Exchange Act or any successor provision), other than to a Continuing Ares Entity;
or


 


(2)            the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act or any successor provision), other than a Continuing Ares Entity,
becomes (A) the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act or any successor provision) of a controlling
interest in (i) AMC or (ii) one or more Guarantors comprising all or substantially all of the assets of the Credit Group and
(B) entitled to receive a Majority Economic Interest in connection with such transaction.


 


“Change of Control
Event” means the occurrence of a Change of Control and a related Below Investment Grade Rating Event.


 


“Clearstream”
means Clearstream Banking, S.A.


 


“Commission”
means the U.S. Securities and Exchange Commission or any successor thereto.


 


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


 






    6


     


    

 


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


 


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


 


“Continuing Ares
Entity” means any entity that, immediately following any relevant date of determination, is directly or indirectly controlled
by one or more persons who, as of any date of determination (i) have devoted substantially all of his or her business and professional
time to the activities of the Credit Parties and/or their subsidiaries or affiliated funds and investment vehicles during the 12-month
period immediately preceding such date and (ii) directly or indirectly control a majority of the voting stock (or other similar interests)
in AMC or any successor entity.


 


“Corporate Trust
Office” means the principal office of the Trustee, currently located at (i) for purposes of presentment of Notes for transfer,
exchange or surrender: 111 Filmore Avenue East, St. Paul, Minnesota 55107, Attention: Corporate Trust Administration, Services, Ref: Ares
Finance Co. III LLC and (ii) for all other purposes, Corporate Trust Services, One Federal Street, Third Floor, Boston, Massachusetts
02110, Attention: Corporate Trust Administration, Services, Ref: Ares Finance Co. III LLC, and, in each case, such other address as the
Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).


 


“Covenant Defeasance”
has the meaning specified in Section 1302.


 


“Credit Facility”
means the Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P. and the other
parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, as the same may be amended and/or restated from time to time.


 


“Credit
Facility Indebtedness” means indebtedness incurred under (a) the Credit Facility, and whether or not such Credit
Facility remains outstanding, if designated by the Company to be included in this definition of “Credit Facility Indebtedness,”
one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, or letters of credit,
(ii) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank
guarantees or bankers’ acceptances), or (iii) instruments or agreements evidencing any other indebtedness, in each case, with
the same or different borrowers or issuers, and, in each case, any amendments, supplements, modifications, extensions, renewals, restatements
or refundings thereof and any debt facilities, commercial paper facilities, debt securities, indentures, notes or other instruments or
agreements that replace, refund or refinance any part of the loans, notes, other facilities or commitments thereunder, including any such
replacement, refunding or refinancing facility or indenture that alters the maturity or interest rate thereof.


 


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


 


“Credit Parties”
means the Company and the Guarantors.


 






    7


     


    

 


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


 


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


 


“Defaulted Interest”
has the meaning specified in Section 211.


 


“Defeasance”
has the meaning specified in Section 1301.


 


“Deferred Interest”
has the meaning specified in Section 204.


 


“Depositary”
means a clearing agency registered under the Exchange Act that is designated to act as Depositary for the Notes.


 


“DTC” means
The Depository Trust Company, a New York corporation.


 


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


 


“Event of Default”
has the meaning specified in Section 801.


 


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


 


“Expiration Date”
has the meaning specified in Section 1403.


 


“First Call Date”
means June 30, 2026.


 


“Fitch”
means Fitch Ratings Inc. or any successor thereto.


 


“Five-Year U.S. Treasury
Rate” means, as of any Reset Interest Determination Date, as applicable, (i) an interest rate (expressed as a decimal)
determined to be the per annum rate equal to the arithmetic mean of the five most recent daily yields to maturity for U.S. Treasury securities
with a maturity of five years from the next Reset Date and trading in the public securities markets or (ii) if there is no such published
U.S. Treasury security with a maturity of five years from the next Reset Date and trading in the public securities markets, then the rate
will be determined by interpolation between the arithmetic mean of the five most recent daily yields to maturity for each of the two series
of U.S. Treasury securities trading in the public securities market, (A) one maturing as close as possible to, but earlier than,
the Reset Date following the next succeeding Reset Interest Determination Date, and (B) the other maturing as close as possible to,
but later than, the Reset Date following the next succeeding Reset Interest Determination Date, in each case as published in the most
recent H.15. If the Five-Year U.S. Treasury Rate cannot be determined pursuant to the methods described in clauses (i) or (ii) above,
then the Five-Year U.S. Treasury Rate will be the same interest rate determined for the prior Reset Interest Determination Date.


 


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


 


“Global Note”
means a Note that evidences all or part of the Notes and bears the legend set forth in Exhibit A (or such legend as may be specified
as contemplated by Section 206 for such Note).


 


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


 






    8


     


    

 


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


 


“H.15”
means the statistical release designated as such, or any successor publication, published by the Board of Governors of the U.S. Federal
Reserve System.


 


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


 


“Indebtedness”
shall mean (a) any obligation of, or any obligation guaranteed by, the Company or any Guarantor for which such Person is responsible
or liable as obligor or otherwise including principal, premium and interest (whether accruing before or after filing of any petition in
bankruptcy or any similar proceedings by or against us and whether or not allowed as a claim in bankruptcy or similar proceedings) for
(i) indebtedness for money borrowed, (ii) indebtedness evidenced by securities, bonds, debentures, notes or other similar written
instruments, (iii) any deferred obligation for the payment of the purchase price or conditional sale obligation of property or assets
acquired other than in the ordinary course of business, (iv) all obligations for the reimbursement of any letter of credit, banker’s
acceptance, security purchase facility or similar credit transaction, (v) all obligations under “keep-well” agreements
required by insurance regulators or (vi) any obligation referred to in (i) through (v) above of other persons secured by
any lien on any property or asset of the Credit Parties (to the extent of the value of such property or asset subject to such lien) and
(b) all indebtedness for obligations to make payment in respect of derivative products such as interest and foreign exchange rate
contracts, commodity contracts (including future or options contracts), swap agreements, cap agreements, repurchase and reverse repurchase
agreements and similar arrangements, whether outstanding on the Issue Date or thereafter created, assumed or incurred.


 


“Indebtedness Ranking
Junior to the Notes” shall mean any Indebtedness, whether outstanding on the date of the Issue Date or thereafter created, assumed
or incurred, which specifically by its terms ranks junior to and not equally with or prior to the Notes (and any Indebtedness Ranking
on a Parity with the Notes) in right of payment upon the Company’s or any Guarantor’s dissolution, winding-up, liquidation,
reorganization, or similar events. The securing of any Indebtedness in compliance with this Indenture, otherwise constituting Indebtedness
Ranking Junior to the Notes, shall not be deemed to prevent such Indebtedness from constituting Indebtedness Ranking Junior to the Notes.


 


“Indebtedness Ranking
on a Parity with the Notes” shall mean Indebtedness, whether outstanding on the date of the Issue
Date or thereafter created, assumed or incurred, which specifically by its terms ranks equally with and not prior to the Notes in right
of payment upon the Company’s or any Guarantor’s dissolution, winding-up, liquidation, reorganization or similar events. The
securing of any Indebtedness in compliance with this Indenture, otherwise constituting Indebtedness Ranking on a Parity with the Notes,
shall not be deemed to prevent such Indebtedness from constituting Indebtedness Ranking on a Parity with the Notes.


 


“Indenture”
means this Indenture as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.


 


“Initial Notes”
has the meaning specified in Section 201.


 


“Insignificant Guarantor”
means a Guarantor (or a group of Guarantors taken together) that would not, on a combined and consolidated basis constitute a Significant
Subsidiary.


 






    9


     


    

 



 


“Interest Payment
Date” means June 30 and December 30 of each year, commencing on December 30, 2021, subject to the Company’s
right to defer the payment of interest as set forth in Section 204.


 


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


 


“Investment Grade”
means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch) and BBB- or better by S&P
(or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes
for reasons outside of the Company’s control, the equivalent investment grade credit rating from any Rating Agency selected by the
Company as a replacement Rating Agency).


 


“Issue Date”
means June 30, 2021.


 


“Junior Claims”
has the meaning specified in Section 701(a)(iii).


 


“Majority Economic
Interest” means any right or entitlement to receive more than 50% of the equity distributions or partner allocations (whether
such right or entitlement results from the ownership of partner or other equity interests, securities, instruments or agreements of any
kind) made to all holders of partner or other equity interests in the Credit Group (other than entities within the Credit Group).


 


“Maturity”
means the date on which the principal of the Notes becomes due and payable as herein provided, whether at the Stated Maturity or by call
for redemption or otherwise (but excluding any provision providing for the repurchase of such Notes at the option of the Holder thereof
upon the happening of any contingency beyond the control of the Company unless such contingency has occurred).


 


“Most recent H.15”
means the H.15 published closest in time but prior to the close of business on the second business day prior to the applicable Reset Date.


 


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


 


“Notes Payment”
has the meaning specified in Section 701(a)(i).


 


“Notice of Default”
means a written notice of the kind specified in Section 801.


 


“Obligations”
has the meaning specified in Section 601.


 


“Officer”
means any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer,
General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Director, Director, Vice President,
Secretary or Assistant Secretary of the Company or any Guarantor (or any sole or managing member or general partner of the Company or
any Guarantor or ultimate general partner, sole or managing member of such member or general partner), as the case may be, or, in the
case of the Company and its managing member, any Person designated as an officer pursuant to the limited liability company agreement of
the Company.


 


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


 






    10


     


    

 


“Opinion of Counsel”
means a written opinion of counsel (who may be counsel for, including an employee or Officer of, the Company or for any Guarantor) and
who shall be reasonably acceptable to the Trustee; provided, however, that no such Opinion of Counsel shall be required in the case of
any supplemental indenture executed and delivered concurrently with the original execution and delivery of this Indenture.


 


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


 


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


 


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


 


(3)            Notes
as to which Defeasance has been effected pursuant to Article XIII; and


 


(4)            Notes
which have been paid or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to Section 210,
other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes
are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Company;


 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Notes have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, the Notes owned
by the Company, any Guarantor or any other obligor upon the Notes or any Affiliate of the Company, any Guarantor or such other obligor
shall be disregarded and deemed not to be Outstanding (except (i) in the case where the Notes are 100% owned by the Company or any
Affiliate of the Company and (ii) in the case of Notes owned by an Affiliate of the Company, with respect to any such request, demand,
authorization, direction, notice, consent, waiver or other action hereunder that requires the consent of the Holder of each Outstanding
Note affected thereby pursuant to the terms of this Indenture), except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which a Responsible
Officer actually knows to be so owned shall be so disregarded. Notes so owned by the Company or any Affiliate of the Company which have
been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Notes and that the pledgee is not the Company, any Guarantor or any other obligor upon the Notes
or any Affiliate of the Company, any Guarantor or such other obligor.


 


“Parity Claims”
has the meaning specified in Section 701(a)(ii).


 


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


 


“Payment Blockage
Period” has the meaning specified in Section 703(b).


 


“Permitted Jurisdictions”
has the meaning specified in Section 501(a)(1).


 






    11


     


    

 


“Permitted Liens”
means (a) liens on voting stock or profit participating equity interests of any Subsidiary existing at the time such entity becomes
a direct or indirect Subsidiary of AMC or is merged into a direct or indirect Subsidiary of AMC; provided that such liens are not
created or incurred in connection with such transaction and do not extend to any other Subsidiary, (b) statutory liens, liens for
taxes or assessments or governmental liens not yet due or delinquent or which can be paid without penalty or are being contested in good
faith, (c) other liens of a similar nature as those described above, (d) liens existing on the Issue Date, (e) any lien
that renews, extends, replaces or refunds any lien permitted hereby without increasing the principal of the indebtedness secured thereby,
and (f) liens securing or permitted to be incurred under Credit Facility Indebtedness.


 


“Person”
means and includes natural persons, corporations, partnerships, limited liability companies, joint ventures, associations, companies,
business trusts, or other organizations, irrespective of whether they are legal entities.


 


“Proceeding”
has the meaning specified in Section 701(a)(i).


 


“Rating Agency”
means:


 


(1)            each
of Fitch and S&P; and


 


(2)            if
either of Fitch or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the
Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62)
of the Exchange Act selected by the Company as a replacement agency for Fitch or S&P, or both, as the case may be.


 


“Rating Agency Event”
means a change to the methodology or criteria that were employed by an applicable nationally recognized statistical rating organization
for purposes of assigning equity credit to securities with features similar to the Notes on the Issue Date (the “current methodology”),
which change either (x) shortens the period of time during which equity credit pertaining to Notes would have been in effect had
the current methodology not been changed or (y) reduces the amount of equity credit assigned to the Notes as compared with the amount
of equity credit that such rating agency had assigned to the Notes as of the Issue Date.


 


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


 


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


 


“Record Date”
means June 15 and December 15, immediately prior to the relevant Interest Payment Date (whether or not a Business Day).


 


“Regulation S Permanent
Global Note” has the meaning specified in Section 206.


 


“Regulation S Temporary
Global Note” has the meaning specified in Section 206.


 


“Reset Date”
means the First Call Date and each date falling on the fifth anniversary of the preceding Reset Date.


 


“Reset Interest Determination
Date” means, in respect of any Reset Period, the day falling two business days prior to the beginning of such Reset Period.


 






    12


     


    

 


“Reset Period”
means the period from and including the First Call Date to, but excluding, the next following Reset Date and thereafter each period from
and including each Reset Date to, but excluding, the next following Reset Date.


 


“Responsible Officer”
means with respect to the Trustee, any officer assigned to the Corporate Trust Division—Corporate Finance Unit (or any successor
division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration
of this Indenture and, for the purposes of Section 901(3)(B), shall also include any other officer of the Trustee to whom any corporate
trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


“Restricted Period,”
with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such
Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation
S, notice of which day shall be promptly given by the Company to the Trustee, and (b) the Issue Date, and with respect to any Additional
Notes, it means the comparable period of 40 consecutive days.


 


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


 


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


 


“Security Register”
and “Security Registrar” have the respective meanings specified in Section 208, which shall initially be U.S.
Bank National Association.


 


“Senior Claims”
has the meaning specified in Section 701(a)(i).


 


“Senior Indebtedness”
shall mean all Indebtedness, whether outstanding on the Issue Date or thereafter created, assumed or incurred, except Indebtedness Ranking
on a Parity with the Notes or Indebtedness Ranking Junior to the Notes, and any deferrals, renewals or extensions of such Senior Indebtedness.
Senior Indebtedness does not include obligations to trade creditors created or assumed by any of the Credit Parties in the ordinary course
of business, which will rank pari passu with the Notes in right of payment upon liquidation.


 


“Senior Indebtedness
Default” has the meaning specified in Section 703.


 


“Senior Nonmonetary
Default” means the occurrence or existence and continuance of any default (other than a Senior Indebtedness Default) or any
event which, after notice or lapse of time (or both), would become an event of default (other than a Senior Indebtedness Default), under
the terms of any instrument or agreement pursuant to which any Senior Indebtedness is outstanding, permitting (after notice or lapse of
time or both) one or more holders of such Senior Indebtedness (or a trustee or agent on behalf of the holders thereof) to declare such
Senior Indebtedness due and payable prior to the date on which it would otherwise become due and payable.


 


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


 


“Stated Maturity”
has the meaning specified in Section 201.


 






    13


     


    

 


“Subsidiary”
means any entity of which securities or other ownership interests representing more than 50% of the ordinary voting power (other than
securities or ownership interests having such power only by reason of the happening of a contingency) are, at the time any determination
is being made, directly or indirectly, owned, controlled or held by any Credit Party, but shall not include: (a) any investment
vehicle (whether open-ended or closed-ended) or any separate or managed account including, without limitation, an investment fund or
company, a general or limited partnership, a trust, a company or other business entity organized in any jurisdiction (i) sponsored
or promoted by any of the Credit Parties or their Affiliates, (ii) for which any of the Credit Parties or their Affiliates acts
as a general partner or managing member (or in a similar capacity) or (iii) for which any of the Credit Parties or their Affiliates
acts as an investment adviser or investment manager; (b) any variable interest entity; (c) any portfolio company or investment
of any such investment fund or vehicle or any special purpose entity formed to acquire or hold any such portfolio company or investment;
(d) any AMC Fund or (e) or any Subsidiary of any of the foregoing.


 


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


 


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


 


“Tax Redemption Event”
means that the Company shall have received an opinion of counsel of recognized standing with respect to U.S. federal income tax matters
or an opinion of a “Big Four” accounting firm (or successor thereto) that, in each case, is experienced in such matters to
the effect that, as a result of any:


 


(i)             amendment
to, or change in (including any promulgation, enactment, execution or modification of) the laws (or any regulations under those laws)
of the United States or any political subdivision thereof or therein affecting taxation;


 


(ii)            official
administrative pronouncement (including a private letter ruling, technical advice memorandum or similar pronouncement) or judicial decision
or administrative action or other official pronouncement interpreting or applying the laws or regulations enumerated in the subclause
(i) above, by any court, governmental agency or regulatory authority;


 


(iii)            threatened
challenge asserted in connection with an audit of the Company, or a threatened challenge asserted in writing against any taxpayer that
has raised capital through the issuance of securities that are substantially similar to the Notes (each of the above, a “change
of tax law”); or


 


(iv)           which
amendment or change is enacted or effective or which pronouncement or decision is announced or which challenge is asserted against the
Company or becomes publicly known on or after the Issue Date, there is more than an insubstantial increase in the risk that interest accruable
or payable by the Company on the Notes is not, or within 365 days of the date of such opinion will not be, deductible by the Company in
whole or in part, for U.S. federal income tax purposes.


 


“Trust Indenture
Act” means the U.S. Trust Indenture Act of 1939, and any statute successor thereto, in each case as amended from time to time.


 


“Trustee”
means U.S. Bank National Association, or any successor thereto.


 






    14


     


    

 


“U.S. Government
Obligation” has the meaning specified in Section 1303(1).


 


Section 102Rules of
Construction.


 


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


 


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


 


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


 


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


 


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


 


(5)            “including”
means including without limitation;


 


(6)            “or”
is not exclusive; and


 


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


 


Section 103            No
Incorporation by Reference of Trust Indenture Act.


 


This Indenture is not qualified
under the Trust Indenture Act, and the Trust Indenture Act shall not apply to or in any way govern the terms of this Indenture. As a result,
no provisions of the Trust Indenture Act are incorporated into this Indenture unless expressly incorporated pursuant to this Indenture.


 


Article II


THE NOTES


 


Section 201           Amount
of Notes.


 


The aggregate principal amount
of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $450,000,000 (the “Initial Notes”).
The Notes shall mature on June 30, 2051 (the “Stated Maturity”), unless the Notes are redeemed prior to that date
as described in Article III. The aggregate principal amount of Initial Notes Outstanding at any time may not exceed $450,000,000,
except for Notes issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Sections 208, 210, and 1105 of this Indenture and except for any Notes which, pursuant to Section 207 of this Indenture,
are deemed never to have been authenticated and delivered.


 


The Company may, without the
consent of the Holders, issue additional Notes hereunder as part of the same series and on the same terms and conditions (and having the
same Guarantors) and with the same CUSIP number as the Initial Notes (“Additional Notes”), but such Additional Notes
may be offered at a different offering price or have a different issue date, initial interest accrual date or initial interest payment
date than the Initial Notes; provided that if any Additional Notes are not fungible with the Initial Notes for U.S. federal income
tax purposes, such Additional Notes will not have the same CUSIP number as the Initial Notes; provided further that such Additional
Notes issued pursuant to Regulation S under the Securities Act may initially be issued under a temporary CUSIP during the applicable Restricted
Period. Unless the context otherwise requires, all references to the Notes shall include any such Additional Notes.


 






    15


     


    

 


Section 202            Denominations.


 


The Notes shall be issuable
only in fully registered form without coupons and only in such denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


Section 203            Interest.


 


(a)            Except
as otherwise provided as contemplated by Section 204 with respect to the Notes, interest on the Notes will accrue at the per annum
rate of 4.125%, from and including the date specified on the face of such Notes to, but excluding the First Call Date and will be paid
on the basis of a 360-day year comprised of twelve 30-day months.


 


(b)            On
and after the First Call Date, interest on the Notes for each Reset Period will be equal to the Five-Year U.S. Treasury Rate as of the
most recent Reset Interest Determination Date plus a spread of 3.237%.


 


(c)            The
applicable interest rate for each Reset Period will be determined by the calculation agent as of the applicable Reset Interest Determination
Date.


 


(d)            Unless
the Company has delivered a notice of redemption of all Outstanding Notes pursuant to Section 307, with such redemption to occur
on the First Call Date, the Company will appoint a calculation agent (which calculation agent may be the Company or an affiliate of the
Company) with respect to the Notes prior to the Reset Interest Determination Date preceding the First Call Date. The applicable interest
rate for each Reset Period will be determined by the calculation agent, as of the applicable Reset Interest Determination Date. The calculation
agent will notify the Company and the Trustee of the interest rate for the Reset Period no later than 5:00 p.m. (New York City time)
on the Reset Interest Determination Date. The calculation agent’s determination of any interest rate, and its calculation of the
amount of interest for any Interest Period beginning on or after the First Call Date, will be on file at the Company’s principal
offices, will be made available to any Holder of the Notes upon request and will be final and binding in the absence of manifest error.


 


(e)            Except
as otherwise provided as contemplated by Section 204 with respect to the Notes, the Company shall pay interest on the Notes semiannually
in arrears on each Interest Payment Date, commencing December 30, 2021 to the registered Holders of the Notes after the close of
business on the Record Date.


 


(f)            Amounts
due on the Stated Maturity or earlier Redemption Date of the Notes will be payable at the Corporate Trust Office. The Company shall make
payments of principal, premium, if any, and interest in respect of the Notes in book-entry form to DTC in immediately available funds,
while disbursement of such payments to owners of beneficial interests in Notes in book-entry form will be made in accordance with the
procedures of DTC and its participants in effect from time to time. The Trustee will initially act as Paying Agent. The Company may at
any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that the Company shall be required to maintain a Paying Agent for the Notes.


 






    16


     


    

 


Section 204            Option
to Defer Interest Payments.


 


(a)            So
long as no Event of Default with respect to the Notes has occurred and is continuing, the Company may, on one or more occasions, defer
the payment of all unpaid interest which has then accrued on the unpaid principal balance of the Notes for one or more optional deferral
periods of up to five consecutive years (all such interest for which the payment has been so deferred by the Company is hereinafter referred
to as “Deferred Interest”) without giving rise to an Event of Default, provided that no optional deferral period shall extend
beyond the Stated Maturity Date or the earlier acceleration, repurchase or redemption of the Notes.


 


(b)            During
an optional deferral period, interest shall continue to accrue on the unpaid principal balance of the Notes and all Deferred Interest
shall accrue interest at the then applicable interest rate under the Notes, compounded semi-annually as of each Interest Payment Date
to the extent permitted by applicable law. Except as provided in Section 204(c), no interest accruing on the unpaid principal balance
of the Notes otherwise due during an optional deferral period shall be due and payable on the Notes until the end of such optional deferral
period, except upon an acceleration, repurchase or redemption of the Notes during such deferral period.


 


(c)            During
an optional deferral period, the Company shall be prohibited from paying all interest which is then accruing on the unpaid principal balance
of the Notes until all Deferred Interest, together with any accrued and unpaid interest thereon, has been paid.


 


(d)            At
the end of five years following the commencement of any optional deferral period, the Company shall pay all unpaid interest which has
then accrued on the unpaid principal balance of the Notes (including all unpaid Deferred Interest, together with any accrued and unpaid
interest thereon), to the Persons in whose names the Notes are registered at the close of business on the Record Date with respect to
the Interest Payment Date at the end of such optional deferral period. If, at the end of any optional deferral period, the Company shall
have paid all Deferred Interest due on the Notes, together with any accrued and unpaid interest thereon,
the Company may again defer interest payments on the Notes pursuant to this Section 204.


 


(e)            The
Company shall give written notice of its election to commence or continue any optional deferral period to the Trustee and the Holders
of the Notes at least two Business Days and not more than 60 Business Days before the next Interest Payment Date.


 


Section 205            Payment
Restrictions During a Deferral Period.


 


(a)            After
the commencement of an optional deferral period and until the Company has paid all accrued and unpaid interest on the Notes, the Company
and the Guarantors shall not:


 


(i)             declare
or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s
or the Guarantors’ equity interests (which includes common and preferred stock);


 


(ii)             make
any payment of principal, interest or premium on or repay, repurchase or redeem any Indebtedness Ranking on a Parity with the Notes or
Indebtedness Ranking Junior to the Notes; or


 


(iii)            make
any guarantee payments with respect to any guarantee by the Company or any Guarantor of any securities of any of their respective Subsidiaries
if such guarantee ranks pari passu with or junior in right of payment to the Notes.


 






    17


     


    

 


(b)           other
than:


 


(i)             distributions
or other payments to AMC or any direct or indirect wholly owned subsidiary of AMC;


 


(ii)             pro
rata distributions of cash in respect of income tax liabilities pursuant to the organizational documents of the Company and Guarantors,
as such documents were in effect as of the Issue Date;


 


(iii)           dividends
or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, the Company’s or the Guarantors’
equity interests where the dividend equity interests or equity interests issuable upon exercise of such options, warrants or other rights
is the same equity interests as that on which the dividend or distribution is being paid or ranks equally with or junior to such equity
interests;


 


(iv)           any
declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of equity interests
under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto;


 


(v)            as
a result of a reclassification of any series or class of the Company’s or the Guarantors’ equity interests or the exchange
or conversion of one class or series of the Company’s or the Guarantors’ equity interests for or into another class or series
of the Company’s or the Guarantors’ equity interests;


 


(vi)           the
purchase of fractional interests in shares of the Company’s or the Guarantors’ equity interests pursuant to an acquisition
or the conversion or exchange provisions of such equity interests or the Note being converted or exchanged;


 


(vii)          purchases
or acquisitions, including the net settlement, of shares of the Company’s or the Guarantors’ equity interests in connection
with any employment contract, benefit plan, equity incentive plan or other similar arrangement with or for the benefit of directors, officers,
agents, consultants or employees or satisfaction of the Company’s and the Guarantors’ obligations under any dividend reinvestment
plan or director, officer, agent, consultant or employee stock purchase plans;


 


(viii)          any
exchange, redemption or conversion of any class or series of the Company’s or the Guarantors’ equity interests, or the equity
interests of one of their respective subsidiaries, for any other class or series of the Company’s or the Guarantors’ equity
interests, or of any class or series of their respective Indebtedness for any class or series of equity interests;


 


(ix)            purchases
or acquisitions of shares of the Company’s or the Guarantors’ equity interests in connection with satisfaction of the Company’s
or the Guarantors’ obligations under any contract or security entered into before and not entered into in anticipation of the commencement
of the optional deferral period in compliance with the terms of this Indenture;


 


(x)            (i) payment
of current or deferred interest on the Company’s or any Guarantor’s Indebtedness Ranking on a Parity with the Notes or Indebtedness
Ranking Junior to the Notes made pro rata to the amounts due on such Indebtedness Ranking on a Parity with the Notes or Indebtedness Ranking
Junior to the Notes and the Notes and (ii) payment of principal or current or deferred interest on the Company’s or any Guarantor’s
Indebtedness Ranking on a Parity with the Notes or Indebtedness Ranking Junior to the Notes that, if not made, would cause a breach of
the terms of the instrument governing such Indebtedness Ranking on a Parity with the Notes or Indebtedness Ranking Junior to the Notes;
and


 






    18


     


    

 


(xi)            any
action taken in connection with the Fifth Amended and Restated Exchange Agreement, dated as of April 1, 2021, by and among AMC,
each Ares Operating Group Entity (as defined therein), each AOG TopCo Entity (as defined therein), each AOG IntermediateCo Entity (as
defined therein), each Ares Operating Group Limited Partner (as defined therein) and the other parties from time to time party thereto,
as such agreement may be amended, restated, supplemented, waived or otherwise modified from time to time.


 


Section 206            Form Generally.


 


(a)            The
Notes shall be in substantially the form set forth in Exhibit A of this Indenture, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities
exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer executing such Notes, as evidenced by the
execution thereof. All Notes shall be in fully registered form.


 


(b)            The
definitive Notes shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined
by the Officer of the Company executing such Notes, as evidenced by the execution of such Notes.


 


(c)            Upon
their original issuance, the Notes sold pursuant to Rule 144A under the Securities Act shall be issued in the form of one or more
Global Notes in definitive, fully registered form without interest coupons.


 


Notes sold pursuant to Regulation
S under the Securities Act initially shall be represented by one or more Global Notes in fully registered, global form without interest
coupons (collectively, the “Regulation S Temporary Global Note”), which shall be registered in the name of the Depository
or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream.


 


Following the termination
of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in
a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository.
Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary
Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from
time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case
may be, in connection with transfers of interest as hereinafter provided.


 


Each such Global Note shall
be duly executed by the Company, authenticated and delivered by the Trustee and shall be registered in the name of DTC, as Depositary,
or its nominee, and deposited with the Trustee, as custodian for DTC. Beneficial interests in such Global Notes will be shown on, and
transfers will only be made through, the records maintained by DTC and its participants, including Clearstream and the Euroclear System.


 


Section 207           Execution,
Authentication, Delivery and Dating.


 


The Notes shall be executed
on behalf of the Company by any Officer of the Company (or any general partner of the Company or the ultimate general partner, sole or
managing member of such general partner). The signature on the Notes may be manual or facsimile.


 






    19


     


    

 



 


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


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order
shall authenticate and deliver such Notes.


 


Each Note shall be dated the
date of its authentication.


 


No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver
such Note to the Trustee for cancellation as provided in Section 213, for all purposes of this Indenture such Note shall be deemed
never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


Section 208          Registration,
Registration of Transfer and Exchange.


 


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


 


Upon surrender for registration
of transfer of any Note at the office or agency of the Company, the Company shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Notes, of any authorized denominations and of like tenor and
principal amount.


 


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


 


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


 


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


 






    20


     


    

 


No service charge shall be
made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges
pursuant to Section 310 or Section 1105 not involving any transfer.


 


If the Notes are to be redeemed
in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Notes during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Notes selected for redemption under
Section 306 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any
Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.


 


Holders of the Notes being
transferred shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable
tax reporting obligations, including without limitation, any cost basis reporting obligations under section 6045 of the Internal Revenue
Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of
such information.


 


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


 


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


 


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


 


(2)         Notwithstanding
any other provision in this Indenture, and subject to such applicable provisions, if any, no Global Note may be exchanged in whole or
in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other
than the Depositary for such Global Note or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling
or unable to continue as Depositary with respect to such Global Note and a successor Depositary is not appointed by the Company within
90 days, (B) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor Depositary is not
appointed within 90 days, (C) there shall have occurred and be continuing an Event of Default with respect to such Global Note or
(D) the Company so directs the Trustee by a Company Order.


 


(3)         Subject
to clause (2) above, any exchange of a Global Note for other Notes may be made in whole or in part, and all Notes issued in exchange
for a Global Note or any portion thereof shall be registered in such names as the Depositary for such Global Note shall direct.


 


(4)         Every
Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Note or any portion thereof, whether
pursuant to this Section 208, 210, 310, 1105 or otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.


 






    21


     


    

 


Section 209          Transfer
and Exchange of Global Notes.


 


(1)          The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this
Indenture (including applicable restrictions on transfer set forth in this Indenture and in the Global Note) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Note to another Global Note shall deliver to the Security Registrar
a duly completed Assignment Form in the form attached to the Global Note, any applicable certifications or opinions required by
the Assignment Form and a written order given in accordance with the Applicable Procedures containing information regarding the
participant account of the Depositary to be credited with a beneficial interest in the Global Note. The Security Registrar shall, in
accordance with such instructions, instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial
interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being
transferred.


 


(2)          If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Security
Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest
is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall
reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest
is being transferred.


 


(3)          If
the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require)
that a Note is eligible for resale after the applicable Resale Restriction Termination Date (as defined in the applicable Note) pursuant
to Rule 144 under the Securities Act (or a successor provision) without the need for current public information and that the applicable
legend in Exhibit A hereto (a “Restricted Legend”) is no longer necessary or appropriate in order to ensure that
subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company may
instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note in any authorized denominations
of like tenor and aggregate principal amount, registered in the name of the Holder thereof (or its transferee), that does not bear the
Restricted Legend, and the Trustee will comply with such instruction.


 


Section 210          Mutilated,
Destroyed, Lost and Stolen Notes.


 


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


 


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


 


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


 






    22


     


    

 


Upon the issuance of any new
Note under this Section 210, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Company and the fees
and expenses of the Trustee and its counsel) connected therewith.


 


Every new Note issued pursuant
to this Section 210 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual
obligation of the Company and the respective Guarantors, whether or not the mutilated, destroyed, lost or stolen Note shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other
Notes and Guarantees duly issued hereunder.


 


The provisions of this Section 210
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.


 


Section 211          Payment
of Interest; Interest Rights Preserved.


 


Except as otherwise provided
as contemplated by Section 204 with respect to the Notes, interest on any Note which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name such Note is registered at the close of business on the Record
Date for such interest.


 


Any interest on any Note which
is payable, but is not punctually paid or duly provided for, on any Interest Payment Date, or is not duly deferred pursuant to Section 204
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election, on the Notes to the Persons
in whose names the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount
of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Notes in the manner set forth in Section 1405,
not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes are registered at the
close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


Subject to the foregoing provisions
of this Section 211, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.


 






    23


     


    

 


Section 212          Persons
Deemed Owners.


 


Prior to due presentment of
a Note for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, a Guarantor or the Trustee
may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal
of and premium, if any, and, subject to Section 204 and Section 211, any interest on such Note and for all other purposes whatsoever,
whether or not such Note be overdue, and none of the Company, the Guarantors, the Trustee nor any agent of the Company, a Guarantor or
the Trustee shall be affected by notice to the contrary.


 


Section 213          Cancellation.


 


All Notes surrendered for
payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to
the Trustee and shall be promptly cancelled by it. The Company or any Guarantor may at any time deliver to the Trustee for cancellation
any Notes previously authenticated and delivered hereunder which the Company or such Guarantor may have acquired in any manner whatsoever,
and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall
be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 213, except as expressly permitted
by this Indenture. All cancelled Notes held by the Trustee shall be disposed of in accordance with its customary procedures. The Trustee
shall provide the Company or any Guarantor a list of all Notes that have been cancelled from time to time as requested in writing by the
Company or such Guarantor.


 


Section 214          CUSIP
or ISIN Numbers.


 


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


 


Section 215          General
Provisions Relating to Global Notes.


 


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


 






    24


     


    

 


Article III


REDEMPTION OF NOTES


 


Section 301          Election
to Redeem; Notice to Trustee.


 


The election of the Company
to redeem any Notes shall be evidenced by a Company Resolution or an Officer’s Certificate of the Company or in another manner specified
as contemplated by this Indenture for such Notes. In case of any redemption at the election of the Company of the Notes, the Company shall,
at least 15 days prior to the date any notice of a redemption is to be given to the Holders pursuant to Section 307 (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Notes to be redeemed.
In the case of any redemption of Notes prior to the expiration of any restriction on such redemption provided in the terms of such Notes
or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate of the Company evidencing compliance
with such restriction.


 


Section 302          Optional
Redemption.


 


The Company may redeem, in
whole or in part, at its option, on the First Call Date or on any subsequent Interest Payment Date, on notice given not more than 60 days,
if the Notes are being redeemed in full, or 45 days, if the notes are being redeemed in part, nor less than 30 days, prior to the Redemption
Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but
excluding, such Redemption Date.


 


Section 303          Tax
Redemption.


 


If a Tax Redemption Event
occurs prior to the maturity date of the Notes, the Company may redeem the Notes, at its option, in whole but not in part, within 120
days of the occurrence of a Tax Redemption Event, on notice given not more than 60 days nor less than 15 days, prior to the Redemption
Date, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus an amount equal to accrued and unpaid
interest to, but excluding, such Redemption Date.


 


Section 304          Redemption
after the Occurrence of a Rating Agency Event.


 


After the occurrence of a
Rating Agency Event, the Company may redeem, at its option, in whole but not in part, at any time within 120 days after the conclusion
of any review or appeal process instituted by the Company following the occurrence of a Rating Agency Event or, in the absence of such
review or appeal process, within 120 days of such Rating Agency Event, on notice given not more than 60 days nor less than 30 days prior
to the Redemption Date, at a redemption price equal to 102% of the principal amount of the Notes being redeemed, plus an amount equal
to any accrued and unpaid interest for the then-current Interest Period to, but excluding, the Redemption Date.


 


Section 305          Change
of Control Event Redemption.


 


(a)         If
a Change of Control Event occurs, the Company may, at its option, upon at least 30 days’ notice following the occurrence of such
Change of Control Event, out of funds legally available redeem the notes, in whole but not in part, within 60 days of the occurrence
of such Change of Control Event, at a price in cash equal to 101% of the aggregate principal amount of notes redeemed plus accrued and
unpaid interest, if any, on the notes redeemed to, but excluding, the Redemption Date.


 






    25


     


    

 


(b)         If
(i) a Change of Control Event occurs and (ii) the Company does not give notice prior to the 31st day following the Change of
Control Event to redeem all the outstanding notes, the interest rate per annum on the Notes will increase by 5.00%, beginning on the
31st day following such Change of Control Event and ending on the date that the Company gives such notice.


 


Section 306          Selection
by Trustee of Notes to Be Redeemed.


 


If less than all the Notes
are to be redeemed, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Notes not previously called for redemption, by such method as the Trustee shall deem fair and appropriate, including
by lot or pro rata (subject to the then current rules and procedures of the applicable Depositary), and which may provide for the
selection for redemption of a portion of the principal amount of the Notes; provided that the unredeemed portion of the principal
amount of the Notes shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for the
Notes.


 


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


 


Section 307          Notice
of Redemption.


 


(a)         Notice
of redemption shall be given by first-class mail, postage prepaid, mailed, to each Holder of Notes to be redeemed, at such Holder’s
address appearing in the Security Register, or otherwise delivered in accordance with the Applicable Procedures of the Depositary.


 


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


 


(1)         the
Redemption Date;


 


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


 


(3)         if
less than all the Outstanding Notes are to be redeemed, the identification and, in the case of partial redemption of any such Notes,
the principal amount of the Notes to be redeemed;


 


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


 


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


 


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


 


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


 






    26


     


    

 


Section 308         Deposit
of Redemption Price.


 


By no later than 11:00 a.m. (New
York City time) on any Redemption Date, the Company shall deposit or cause to be deposited with the Trustee or with a Paying Agent (or,
if any of the Credit Parties is acting as Paying Agent, such Credit Party will segregate and hold in trust as provided in Section 404)
an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Notes which are to be redeemed on that date, other than Notes or portions of Notes called for redemption which are
owned by any of the Credit Parties and have been delivered by such Credit Party to the Trustee for cancellation. All money, if any, earned
on funds held by the Paying Agent shall be remitted to the Company. In addition, the Paying Agent shall promptly return to the Company
any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued
interest, if any, on, all Notes to be redeemed.


 


Section 309          Notes
Payable on Redemption Date.


 


Notice of redemption having
been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest)
such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall
be paid by the Company at the Redemption Price, together, if applicable, with accrued interest to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders
of such Notes, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of
Section 211; provided, further, that if the Redemption Date is after a Record Date and on or prior to the Interest
Payment Date, the accrued and unpaid interest shall be payable to the Holder of the redeemed Notes registered on the relevant Record Date.


 


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


 


Section 310          Notes
Redeemed in Part.


 


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


 






    27


     


    

 


Article IV


COVENANTS


 


Section 401          Payment
of Principal, Premium, if any, and Interest.


 


Except as otherwise provided
as contemplated by Section 204 with respect to the Notes, the Company covenants and agrees for the benefit of the Notes that it will
duly and punctually pay the principal of and premium, if any, and interest on the Notes in accordance with the terms of the Notes and
this Indenture. Principal and interest shall be considered paid on the date due if, on or before 11:00 a.m. (New York City time)
on such date, the Trustee or the Paying Agent (or, if the Company or any Subsidiary of a Credit Party is the Paying Agent, the segregated
account or separate trust fund maintained by the Company or such Subsidiary pursuant to Section 404) holds in accordance with this
Indenture money sufficient to pay all principal and interest then due.


 


The Company shall pay interest
on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the
same rate to the extent lawful as provided in Section 211.


 


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


 


Section 402          Liens.


 


The Credit Parties shall not,
and shall not cause or permit any of their respective Subsidiaries to, create, assume, incur or guarantee any indebtedness for money borrowed
that is secured by a pledge, mortgage, lien or other encumbrance (other than Permitted Liens) on any voting stock or profit participating
equity interests of their respective Subsidiaries (to the extent of their ownership of such voting stock or profit participating equity
interests) or any entity that succeeds (whether by merger, consolidation, sale of assets or otherwise) to all or any substantial part
of the business of any of such Subsidiaries, without providing that the Notes (together with, if the Credit Parties shall so determine,
any other indebtedness of, or guarantee by, the Credit Parties ranking equally with the Notes and existing as of the closing of the offering
of the Notes or thereafter created) will be secured equally and ratably with or prior to all other indebtedness secured by such pledge,
mortgage, lien or other encumbrance on the voting stock or profit participating equity interests of any such entities for so long as such
other indebtedness is so secured. This Section 402 shall not limit the ability of the Credit Parties or their Subsidiaries to incur
indebtedness or other obligations secured by liens on assets other than the voting stock or profit participating equity interests of the
Credit Parties and their respective Subsidiaries.


 


Section 403          Maintenance
of Office or Agency.


 


The Company will maintain
an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer
or 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 shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


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


 






    28


     


    

 


With respect to any Global
Note, and except as otherwise may be specified for such Global Note as contemplated by Section 209, the Corporate Trust Office of
the Trustee shall be the place where such Global Note may be presented or surrendered for payment or for registration of transfer or exchange,
or where successor Notes may be delivered in exchange therefor; provided, however, that any such payment, presentation,
surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Note shall be deemed to have been
effected for such Global Note in accordance with the provisions of this Indenture.


 


Section 404          Money
for Notes Payments to Be Held in Trust.


 


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


 


Whenever the Company shall
have one or more Paying Agents for the Notes, it will, no later than 11:00 a.m. (New York City time) on each due date for the principal
of or premium, if any, or interest on the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held
in trust for the Holders of the Notes entitled to the same, and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.


 


The Company will cause each
Paying Agent for the Notes other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall
agree with the Trustee, subject to the provisions of this Section 404, that such Paying Agent shall hold in trust for the benefit
of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Notes and shall notify
the Trustee in writing of any default by the Company in making any such payment.


 


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


 


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


 


Section 405          Statement
by Officer as to Default.


 


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


 






    29


     


    

 



 


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


 


Section 406            Waiver
of Certain Covenants.


 


The Company or the Guarantors,
as the case may be, may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Section 1101(1) or Section 1101(12) for the benefit of the Holders or in Article V,
if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Notes shall,
by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company or the Guarantors, as the case may be, and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and effect.


 


Article V


CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS


 


Section 501            Company
and Guarantors May Merge or Transfer Assets on Certain Terms.


 


(a)            No
Credit Party shall be a party to a Substantially All Merger or participate in a Substantially All Sale, unless:


 


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


 


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


 


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


 


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


 






    30


     


    

 





Section 502            Successor
Person Substituted.


 





Upon the consummation of a
transaction contemplated by and consummated in accordance with Section 501, the successor Person shall succeed to, and be substituted
for, and may exercise every right and power of, the applicable Credit Party under this Indenture, with the same effect as if such successor
Person had been an original party to this Indenture, and, except in the case of a lease, the applicable Credit Party shall be released
from all of its liabilities and obligations under this Indenture and the Notes (including the Guarantees).


 


Article VI


GUARANTEE OF NOTES


 


Section 601            Guarantee.


 


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


 


Section 602            Additional
Guarantors.


 


The Company and each Guarantor
shall cause each New Ares Group Entity to become a Guarantor pursuant to this Indenture and provide a Guarantee in respect of the Notes.


 


Section 603            Waiver.


 


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


 


Section 604            Guarantee
of Payment.


 


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


 






    31


     


    

 


Section 605            No
Discharge or Diminishment of Guarantee.


 


Subject to Section 610,
the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation,
termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver,
release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Notes, this Indenture or the Obligations
or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged
or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce
any remedy under this Indenture or the Notes, any other guarantee or any other agreement, by any waiver, modification or indulgence of
any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of
any other Guarantor pursuant to Section 610 or by any other act or omission or delay to do any other act that may or might in any
manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of
law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the
foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of the
Notes, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable
upon redemption thereof) or change the Stated Maturity of any payment thereon.


 





Section 606           Defenses
of Company Waived.


 


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


 


Section 607            Continued
Effectiveness.


 


Subject to Section 610,
each of the Guarantors further agrees that its Guarantee with respect to any Note hereunder shall remain in full force and effect and
continue to be irrevocable notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company
becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant
part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the
case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise
be restored or returned by the Trustee or any Holder of any Note, whether as a “voidable preference,” “fraudulent transfer”
upon bankruptcy or reorganization of the Company or otherwise, all as though such payment or performance had not been made, until the
date upon which the entire Obligation, if any, and interest on such Note has been, or has been deemed pursuant to the provisions of this
Indenture to have been paid in full. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on
any Note, such Note shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded,
reduced, restored or returned.


 






    32


     


    

 


Section 608            Subrogation.


 


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





 


Section 609            Subordination.


 


Upon payment by any Guarantor
of any sums to the Holders, as provided above, all rights of such Guarantor against the Company, arising as a result thereof by way of
right of subrogation or otherwise, shall in all respects be subordinated and junior in right of payment to the prior payment in full in
cash of all the Obligations to the Trustee; provided, however, that any right of subrogation that such Guarantor may have
pursuant to this Indenture is subject to Section 608.


 


Section 610            Release
of Guarantor and Termination of Guarantee.


 


A Guarantor shall, upon the
occurrence of any of the following events, be automatically and unconditionally released and discharged from all obligations under this
Indenture and its Guarantee without any action required on the part of the Trustee or any Holder; provided that such Guarantor
would not, immediately after such release and discharge, be required to become a Guarantor pursuant to Section 602:


 


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


 


(2)           such
Guarantor is liquidated or dissolved in accordance with this Indenture;


 


(3)          the
lenders under the Credit Facility release the guarantee by such Guarantor or other obligations of such Guarantor under the Credit Facility;
provided that it will not be deemed to be a release of such guarantee or obligations if the release is the result of an amendment, supplement,
modification, extension, renewal, restatement or refunding (collectively, a “refinancing”) of the Credit Facility, as a result
of which the guarantee or obligations of such Guarantor in favor of the administrative agent (for the benefit of the lenders under the
Credit Facility) are terminated and/or replaced with guarantees or obligations in favor of the lenders or holders of such refinancing
indebtedness (or any agent on their behalf); or


 


(4)            the
Company effects a defeasance or discharge of the Notes in accordance with Article XIII of this Indenture.


 


The Trustee shall deliver
an appropriate instrument evidencing such release upon receipt of a request of the Company accompanied by an Officer’s Certificate
certifying as to the compliance with this Section 610.


 






    33


     


    

 


Section 611            Limitation
of Guarantors’ Liability.


 





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


 


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


 


Section 612            No
Obligation to Take Action Against the Company.


 


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


 


Section 613            Execution
and Delivery.


 


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


 


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


 


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


 


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


 






    34


     


    

 


Article VII


SUBORDINATION


 





Section 701            Subordination
to Senior Claims.


 


(a)            The
Company and each Guarantor covenants and agrees, and each Holder of a Note, by its, his or her acceptance thereof, likewise covenants
and agrees, that, to the extent and in the manner hereinafter set forth in this Article VII, the payment of the principal of, premium,
if any, and interest on each and all of the Notes:


 


(i)            shall
rank junior in right of payment to the prior payment in full in cash in U.S. dollars (except where applicable law may require such payment
in another currency) in the event of (A) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith, relative to the Company or to its assets or the relevant Guarantor or its
assets, as the case may be, (B) any liquidation, dissolution or other winding up of the Company or the relevant Guarantor, as the
case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (C) any assignment for the
benefit of creditors or any other marshalling of assets or liabilities of the Company or the relevant Guarantor, as the case may be (each
such event, a “Proceeding”), to the claims of the holders of all existing and future Senior Indebtedness of the Company or
the relevant Guarantor, as the case may be (all such claims, “Senior Claims”);


 


(ii)            (A) shall
rank pari passu with respect to each other and (B) shall be similarly subordinated as, and accordingly rank pari passu with, all
existing and future obligations of the Company or the relevant Guarantor, as the case may be, that rank equally in right of payment with
the Indebtedness Ranking on Parity with the Notes in the distribution of assets pursuant to a Proceeding (all such claims referred to
in clause (B) above, “Parity Claims”); and


 


(iii)          shall
rank prior to (A) the common stock (or the equivalent thereof) of the Company and relevant Guarantor, (B) unless the Company’s
or the relevant Guarantor’s limited partnership agreement or limited liability company agreement (or the equivalent thereof) expressly
provide differently, any future shares (or the equivalent thereof) in the Company’s or the relevant Guarantor’s capital and
(C) any existing and future obligations of the Company or the relevant Guarantor, as the case may be, that is Indebtedness Ranking
Junior to the Notes of the Company or the relevant Guarantee, as the case may be (all such claims, “Junior Claims”).


 


(b)            This
Article VII shall constitute a continuing offer to all holders of Senior Claims, and such provisions are made for the benefit of
the holders of Senior Claims and such holders are made obligees hereunder and any one or more of them may enforce such provisions. Holders
of Senior Claims need not prove reliance on the subordination provisions hereof.


 


Section 702            Payment
Over of Proceeds Upon Dissolution, Etc.


 


(a)           Upon
any payment or distribution of assets of the Company or a Guarantor to creditors in connection with a Proceeding:


 


(i)            the
holders of Senior Claims shall be entitled to receive payment in full in cash in U.S. dollars (except where applicable law may require
such payment in another currency) of all amounts due on or to become due on or in respect of all Senior Claims (or provision shall be
made for such payment in cash in U.S. dollars (or such other currency), noncallable U.S. Government Obligations, or a combination thereof),
before the Holders of the Notes are entitled to receive any payment or distribution of any kind or character whether in cash, property
or securities, on account of the principal of or interest on the Notes or on account of any purchase, redemption or other acquisition
of the Notes or on account of the relevant Guarantee of any such payment or distribution (all such payments, distributions, purchases,
redemptions and acquisitions, and the relevant Guarantee of the foregoing, whether or not in connection with a Proceeding, herein referred
to, individually and collectively, as a “Notes Payment”); and


 






    35


     


    

 





(ii)            any
payment or distribution of assets of the Company or any Guarantor of any kind or character, whether in cash, property or securities, by
set-off or otherwise, to which the Holders of the Notes or the Trustee would be entitled but for the provisions of this Article VII
shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy,
a receiver or liquidating trustee or otherwise, directly to the holders of Senior Claims or their representative or representatives or
to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Claims may have been issued,
ratably according to the aggregate amounts remaining unpaid on account of the Senior Claims held or represented by each, to the extent
necessary to make payment in full in cash in U.S. dollars (except where applicable law may require such payment in another currency) of
all Senior Claims remaining unpaid, after giving effect to any concurrent payment to the holders of such Senior Claims.


 


(b)           If,
notwithstanding the foregoing provisions of this Section 702, the Trustee or the Holder of any Note shall have received in connection
with any Proceeding any Notes Payment before all Senior Claims are paid in full in cash in U.S. dollars (except where applicable law may
require such payment in another currency) (or provision made for such payment in cash in U.S. dollars (or such other currency), noncallable
U.S. Government Obligations, or a combination thereof), and if such fact shall, at or prior to the time of such payment or distribution,
have been made known to the Trustee by written notice or, as the case may be, such Holder, then and in such event such Notes Payment shall
be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person
making payment or distribution of assets of the Company or the relevant Guarantor for application to the payment of all Senior Claims
remaining unpaid, to the extent necessary to pay all Senior Claims in full in cash in U.S. dollars (or such other currency), after giving
effect to any concurrent payment or distribution to or for the holders of Senior Claims.


 


(c)           For
purposes of this Article VII only, the words “any payment or distribution of any kind or character, whether in cash, property
or securities” shall not be deemed to include a payment or distribution of shares of equity or securities of the Company or a Guarantor
provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization
proceeding under any applicable Bankruptcy Law or of any other corporation provided for by such plan of reorganization or readjustment
which shares of equity or securities are subordinated in right of payment to all Senior Claims that may at the time be outstanding to
substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article VII. The
consolidation of the Company or a Guarantor with, or the merger of the Company or a Guarantor into, another Person or the liquidation
or dissolution of the Company or a Guarantor following the conveyance or transfer of all or substantially all of its properties and assets
as an entirety to another Person upon the terms and conditions set forth in this Article VII shall not be deemed a Proceeding for
the purposes of this Section 702 if the Person formed by such consolidation or into which the Company or a Guarantor is merged or
the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions set forth in this Article VII.






    36


     


    

 


Section 703            No
Payment When Senior Indebtedness in Default.


 


(a)            (i) In
the event and during the continuation of any default in the payment of principal of, premium, if any, or interest on any Senior Claim
when due, whether at the stated maturity of any such payment or by declaration of acceleration of maturity, call for redemption, mandatory
payment or prepayment or otherwise (such default, a “Senior Indebtedness Default”) shall have occurred or (ii) in the
event any judicial proceeding shall be pending with respect to any such Senior Indebtedness Default, then no Notes Payment by the Company
or any Guarantor, as the case may be, shall be made unless and until such Senior Indebtedness Default shall have been cured or waived
in writing or shall have ceased to exist or all amounts then due and payable in respect of such Senior Indebtedness (including amounts
that have become and remain due by acceleration) shall have been paid in full in cash in U.S. dollars (except where applicable law may
require such payment in another currency).


 





(b)            If
any Senior Nonmonetary Default shall have occurred and be continuing, then, upon the receipt by the Company or the relevant Guarantor
and the Trustee of written notice of such Senior Nonmonetary Default from the holder of such Senior Indebtedness (or the agent, trustee
or representative thereof), no Notes Payment shall be made by the Company or such Guarantor, as the case may be, during the period (the
 “Payment Blockage Period”) commencing on the date of such receipt of such written notice and ending (subject to any
blockage of payments that may then or thereafter be in effect as the result of any Senior Indebtedness Default) on the earlier of (i) the
date on which the Senior Indebtedness to which such Senior Nonmonetary Default relates is discharged or such Senior Nonmonetary Default
shall have been cured or waived in writing or shall have ceased to exist and any acceleration of Senior Indebtedness to which such Senior
Nonmonetary Default relates shall have been rescinded or annulled and (ii) the 179th day after the date of such receipt of such written
notice. No more than one Payment Blockage Period may be commenced with respect to the Notes during any period of 360 consecutive days
and there shall be a period of at least 181 consecutive days in each period of 360 consecutive days when no Payment Blockage Period is
in effect. Following the commencement of any Payment Blockage Period, the holders of any Senior Indebtedness will be precluded from commencing
a subsequent Payment Blockage Period until the conditions set forth in the preceding sentence are satisfied. For all purposes of this
paragraph, no Senior Nonmonetary Default that existed or was continuing on the date of commencement of any Payment Blockage Period with
respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a subsequent
Payment Blockage Period by holders of Senior Indebtedness or their representatives unless such Senior Nonmonetary Default shall have been
cured for a period of not less than 90 consecutive days. If, notwithstanding the foregoing, the Company or any Guarantor shall make any
payment to the Trustee or the Holder of any Note prohibited by the foregoing provisions of this Section 703, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee by written notice or, as the case may be, such Holder, then
and in such event such payment shall be paid over and delivered forthwith to the Company or the relevant Guarantor, as the case may be.


 


(c)            The
provisions of this Section 703 shall not apply to any Notes Payment with respect to which Section 702 would be applicable.


 


Section 704            Payment
Permitted If No Default.


 


Nothing contained in this
Article VII or elsewhere in this Indenture or in any of the Notes shall prevent (a) the Company or the relevant Guarantor, at
any time except during the pendency of any Proceeding referred to in Section 702 or under the conditions described in Section 703,
from making Notes Payments or (b) the application by the Trustee of any money deposited with it hereunder to a Notes Payment or the
retention of such Notes Payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such
Notes Payment would have been prohibited by the provisions of this Article VII.


 






    37


     


    

 


Section 705            Subrogation
to Rights of Holders of Senior Claims.


 





Subject to the payment in
full in cash in U.S. dollars (except where applicable law may require such payment in another currency) of all Senior Claims, the Holders
of the Notes shall be subrogated (equally and ratably with the holders of Parity Claims) to the rights of the holders of such Senior Claims
to receive payments and distributions of cash, property and securities applicable to the Senior Claims until the principal of, premium,
if any, and interest on the Notes shall be paid in full in cash in U.S. dollars (or such other currency). For purposes of such subrogation,
no payments or distributions to the holders of the Senior Claims of any cash, property or securities to which the Holders of the Notes
or the Trustee would be entitled except for the provisions of this Article VII, and no payments over pursuant to the provisions of
this Article VII to the holders of Senior Claims by Holders of the Notes or the Trustee, shall, as among the Company or the relevant
Guarantor, creditors other than holders of Senior Claims and the Holders of the Notes, be deemed to be a payment or distribution by the
Company or the relevant Guarantor or to or on account of the Senior Claims.


 


Section 706            Provisions
Solely to Define Relative Rights.


 


The provisions of this Article VII
are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders
of Senior Claims, on the other hand. Nothing contained in this Article VII or elsewhere in Section 204 or in the Notes is intended
to or shall (a) impair, as among the Company, the Guarantors and the Holders of the Notes, the obligations of the Company or the
Guarantors, which are absolute and unconditional (subject in the case of interest, to the Company’s right to defer payment thereof
as set forth in Section 204 and in the case of the Guarantees, without duplication of amounts theretofore paid by or on behalf of
the Company), to pay to the Holders of the Notes the principal of, premium, if any, and interest on the Notes as and when the same shall
become due and payable in accordance with their terms or (b) prevent the Trustee or the Holder of any Note from exercising all remedies
otherwise permitted by applicable law in the event an Event of Default under Section 801(1) or (2) occurs and is continuing,
subject to the rights, if any, under this Article VII of the holders of Senior Claims to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.


 


Section 707           Trustee
to Effectuate Subordination.


 


Each Holder of a Note by its,
his or her acceptance thereof authorizes and directs the Trustee on its, his or her behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article VII and appoints the Trustee its, his or her attorney-in-fact
for any and all such purposes.


 


Section 708            No
Waiver of Subordination Provisions.


 


(a)            No
right of any present or future holder of any Senior Claims to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company or the relevant Guarantor or by any act or failure to act,
in good faith, by any such holder, or by any non-compliance by the Company or the relevant Guarantor with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.


 


(b)            Without
in any way limiting the generality of the foregoing paragraph, the holders of Senior Claims may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Notes, without incurring responsibility to the Holders of the Notes and
without impairing or releasing the subordination provided in this Article VII or the obligations hereunder of the Holders of the
Notes to the holders of Senior Claims, do any one or more of the following: (i) change the manner, place or terms of payment or extend
the time of payment of, or renew or alter, Senior Claims, or otherwise amend or supplement in any manner Senior Claims or any instrument
evidencing the same or any agreement under which Senior Claims are outstanding; (ii) permit the Company or the relevant Guarantor
to borrow, repay and then reborrow any or all of the Senior Indebtedness; (iii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Claims; (iv) release any Person liable in any manner for the collection
of Senior Claims; (v) exercise or refrain from exercising any rights against the Company or the relevant Guarantor and any other
Person; and (vi) apply any sums received by the holders of Senior Claims to Senior Claims.


 






    38


     


    

 





Section 709            Notice
to Trustee.


 


(a)            The
Company or the relevant Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or the relevant Guarantor
that would prohibit the making of any payment to or by the Trustee in respect of the Notes or that would end such prohibition. Notwithstanding
the provisions of this Article VII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Notes or that would end such
prohibition, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder
of Senior Claims or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall
be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice
of any prohibition provided for in this Section 709 at least three Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest
on any Note), then, anything herein contained to the contrary notwithstanding, but without limiting the rights and remedies of the holders
of Senior Claims or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such money and
to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date. Any notice required or permitted to be given to the Trustee by a holder of
Senior Claims or by any agent, trustee or representative thereof shall be delivered in accordance with this Indenture.


 


(b)            The
Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior
Claims (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Claims (or a trustee,
fiduciary or agent therefor). If the Trustee determines in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Claims to participate in any payment or distribution pursuant to this Article VII, the Trustee may request
such Person to furnish evidence as to the amount of Senior Claims held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article VII, and
if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.


 


(c)           Notwithstanding
anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received
by a Responsible Officer at the Corporate Trust Office.


 


Section 710            Reliance
on Judicial Order or Certificate of Liquidating Agent.


 


Upon any payment or distribution
of assets of the Company or a Guarantor referred to in this Article VII, the Trustee and the Holders of the Notes shall be entitled
to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate
of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of Notes, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of Senior Claims, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article VII; provided that the foregoing shall apply
only if such court has been apprised of the provisions of this Article VII.


 






    39


     


    

 






 


		Section
                            711	Trustee Not Fiduciary for Holders of Senior Claims.



 


The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Claims and shall not be liable to any such holders if it shall in good faith mistakenly
pay over or distribute to Holders of Notes or to the Company or the relevant Guarantor or to any other Person cash, property or securities
to which any holders of Senior Claims shall be entitled by virtue of this Article VII or otherwise.


 


		Section
                            712	Rights of Trustee as Holder of Senior Claims; Preservation
of Trustee’s Rights.



 


The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article VII with respect to any Senior Claims which may at any time
be held by it, to the same extent as any other holder of Senior Claims, and nothing in this Indenture shall deprive the Trustee of any
of its rights as such holder. Nothing in this Article VII shall apply to claims of, or payments to, the Trustee under or pursuant
to Section 906.


 


		Section
                            713	Article Applicable to Paying Agents.



 


If, at any time any Paying
Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as
used in this Article VII shall (unless the context otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article VII in addition to or
in place of the Trustee; provided, however, that Section 712 shall not apply to the Company or any Affiliate of the Company, or a
Guarantor or any Affiliate of such Guarantor, if the Company, such Guarantor or any such Affiliate of the Company or such Guarantor acts
as Paying Agent.


 


Article VIII


REMEDIES


 


		Section
                            801	Events of Default.



 


An “Event of Default”
means, whenever used herein or in a Note issued hereunder, any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body):


 


(1)           the
Company fails to pay any interest, Deferred Interest (including unpaid interest thereon), on the Notes when due and payable after taking
into account any optional deferral period as set forth in Section 204, and such default continues for a period of 30 days;


 


(2)           the
Company fails to pay principal (or premium, if any) on the Notes when due, regardless of whether such payment became due and payable at
its Stated Maturity, upon redemption, acceleration or otherwise;


 






    40


     


    

 


(3)           any
Credit Party fails to observe or perform any other covenants or agreements with respect to the Notes and such failure continues for a
period of 90 days after the Company receives written notice of such failure from the Trustee or 90 days after the Company and the Trustee
receive written notice of such failure as described in the final paragraph of this Section 801;


 


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


 


		(A)	commences a voluntary case or proceeding;



 


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



 


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



 


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



 


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



 


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



 


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



 


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


 


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



 


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



 


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



 


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


 


(6)            a
Note Guarantee of any Guarantor (other than an Insignificant Guarantor) ceases to be in full force and effect or is declared to be null
and void and unenforceable or such Note Guarantee is found to be invalid or a Guarantor (other than an Insignificant Guarantor) denies
its liability under its Note Guarantee (other than by reason of release of such Guarantor in accordance with the terms herein).


 


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


 


A Default with respect the
Notes under clause (3) of this Section 801 shall not be an Event of Default until the Trustee (by written notice to the Company)
or the Holders of not less than 25% in aggregate principal amount of the Notes (by written notice to the Company and the Trustee) gives
written notice of the Default and the Company and the Guarantors do not cure such Default within the time specified in clause (3) after
receipt of such written notice.


 






    41


     


    

 


		Section
                            802	Section 802 Acceleration of Maturity; Rescission and
Annulment.



 


If an Event of Default with
respect to any of the Notes (other than an Event of Default specified in Section 801(4) or 801(5) occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the aggregate principal amount
of Notes outstanding may declare the principal amount of all the Notes, together with any accrued and unpaid interest and Deferred Interest
(including unpaid interest on Deferred Interest), to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration, such principal amount (or specified amount), together with any such accrued
and unpaid interest thereon, shall become immediately due and payable. If an Event of Default specified in Section 801(4) or
801(5) with respect to the Notes occurs, the principal amount of all the Notes, together with any accrued and unpaid interest and
Deferred Interest (including accrued and unpaid interest on Deferred Interest) thereon, shall automatically, and without any declaration
or other action on the part of the Trustee or any Holder, become immediately due and payable. Upon payment of such amount, all obligations
of the Company in respect of the payment of principal and interest of the Notes shall terminate.


 


At any time after such a declaration
of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due based on such acceleration
has been obtained by the Trustee as hereinafter in this Article VIII provided, the Holders of a majority in aggregate principal amount
of the Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:


 


(1)           the
Company or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest and Deferred Interest
(including accrued and unpaid interest on Deferred Interest) on Notes, (B) the principal of and premium, if any, on the Notes, (C) to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in the Notes,
and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel; and


 


(2)           all
Events of Default with respect to the Notes, other than the non-payment of the principal or interest on the Notes, have been cured or
waived as provided in Section 812.


 


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


 


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



 


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


 


		Section
                            804	Trustee May File Proofs of Claim.



 


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


 






    42


     


    

 


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


 


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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by the Holder to make such payments
to the Trustee and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and
for any other amounts due the Trustee under Section 906.


 


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


 


		Section
                            805	Trustee May Enforce Claims Without Possession of Notes.



 


All rights of action and claims
under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production
thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, any predecessor Trustee under Section 906, its agents and counsel, be for the ratable benefit of the
Holders of the Notes in respect of which such judgment has been recovered.


 


		Section
                            806	Application of Money Collected.



 


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


 


FIRST: To the payment of all
amounts due the Trustee (including any predecessor Trustee) under Section 906;


 


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


 






    43


     


    

 


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


 


		Section
                            807	Limitation on Suits.



 


Except as otherwise provided
in Section 808, no Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other
remedy hereunder, unless:


 


(1)           such
Holder has given to the Trustee written notice of an Event of Default and of the continuance thereof, specifying an Event of Default with
respect to the Notes;


 


(2)           the
Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall have requested the Trustee to institute such
action in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


(4)            the
Trustee shall not have instituted such action within 60 days of such request; and


 


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


 


it being understood and intended that no one or
more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit
of all of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions
or forbearances are unduly prejudicial to such Holders).


 


		Section
                            808	Unconditional Right of Holders to Receive Principal, Premium,
if any, and Interest.



 


Notwithstanding any other
provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the
principal of and premium, if any, and, subject to Section 204 and Section 211, interest on such Note on the respective Stated
Maturities expressed in such Note (or, in the case of redemption or repayment, on the Redemption Date or date for repayment, as the case
may be) and to institute suit for the enforcement of any such payment and, such rights shall not be impaired without the consent of such
Holder.


 


		Section
                            809	Rights and Remedies Cumulative.



 


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 210, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 






    44


     


    

 


		Section
                            810	Delay or Omission Not Waiver.



 


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


 


		Section
                            811	Control by Holders.



 


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


 


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


 


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


 


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


 


		Section
                            812	Waiver of Past Defaults.



 


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


 


(1)           in
the payment of the principal (or premium, if any) or interest or Deferred Interest (including interest thereon) on any Note, or


 


(2)           in
respect of a covenant or provision hereof which under Article XI cannot be modified or amended without the consent of the Holder
of each Outstanding Note affected.


 


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


 


		Section
                            813	Undertaking for Costs.



 


In any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess reasonable costs
against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that this Section 813
shall not be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the
Company, any Guarantor or the Trustee, a suit by a Holder under Section 808, or a suit by Holders of more than 10% in aggregate principal
amount of the Outstanding Notes.


 






    45


     


    

 


		Section
                            814	Waiver of Usury, Stay or Extension Laws.



 


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


 


		Section
                            815	Restoration of Rights and Remedies.



 


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


 


Article IX


THE TRUSTEE


 


		Section
                            901	Certain Duties and Responsibilities of Trustee.



 


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


 


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



 


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



 


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


 






    46


     


    

 


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


 


		(A)	this Section 901(3) shall not be construed to limit the effect of Section 901(1) or
Section 901(4);



 


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



 


		(C)	the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes, determined
as provided in Sections 101, 811, and 1403, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes.



 


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


 


(5)           Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section 901.


 


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


 


		Section
                            902	Certain Rights of Trustee.



 


Subject to the provisions of Section 901:


 


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


 


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


 


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


 






    47


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    48


     


    

 


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


 


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


 


		Section
                            903	Not Responsible for Recitals or Issuance of Notes.



 


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


 


		Section
                            904	May Hold Notes.



 


The Trustee, any Paying Agent,
any Security Registrar or any other agent of the Company or the Guarantors, in its individual or any other capacity, may become the owner
or pledgee of Notes and, subject to Sections 907 and 912, may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar or such other agent.


 


		Section
                            905	Money Held in Trust.



 


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


 


		Section
                            906	Compensation and Reimbursement.



 


The Company and each Guarantor,
jointly and severally, agrees:


 


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


 


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


 


(3)           to
indemnify each of the Trustee or any predecessor Trustee and their officers, agents, directors and employees for, and to hold them harmless
against, any and all loss, damage, claims, liability or expense incurred without negligence or bad faith on its part, arising out of or
in connection with this Indenture, the Notes and the transactions contemplated hereby and thereby, including the acceptance or administration
of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted
by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or
duties hereunder, or in connection with enforcing the provisions of this Section 906.


 






    49


     


    

 



 


In addition to, but without
prejudice to its other rights under this Indenture, when the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 801(3) or (4), the expenses (including the reasonable charges and expenses of its counsel and agents)
and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.


 


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


 


As security for the performance
of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Notes upon all property and funds held
or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 906, except with respect
to funds held in trust for the benefit of the Holders of particular Notes for the payment of principal of and premium, if any, or interest.


 


The provisions of this Section 906
shall survive the satisfaction and discharge of the Notes, the termination for any reason of this Indenture and the resignation or removal
of the Trustee.


 


Section 907     Conflicting
Interests.


 


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


 


Section 908     Corporate
Trustee Required; Eligibility.


 


The Trustee shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has
a Corporate Trust Office in the Borough of Manhattan, The City of New York or any other major city in the United States that is acceptable
to the Company. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising
or examining authority, then for the purposes of this Section 908 and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent annual report
of condition so published. If at any time the Trustee with respect to the Notes shall cease to be eligible in accordance with the provisions
of this Section 908, it shall resign immediately in the manner and with the effect hereinafter specified in this Article IX.


 


Section 909     Resignation
and Removal; Appointment of Successor.


 


No resignation or removal
of the Trustee and no appointment of a successor Trustee pursuant to this Article IX shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable requirements of Section 910.


 






    50


     


    

 


The Trustee or any successor
hereafter appointed may resign at any time with respect to the Notes by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 910 shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Notes.


 


The Trustee may be removed
at any time with respect to the Notes by Act of the Holders of a majority in aggregate principal amount of the Outstanding Notes, upon
written notice delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 910
shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may
petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to
the Notes.


 


If at any time:


 


(1)            the
Trustee shall fail to comply with Section 907 after written request therefor by the Company, the Guarantors or any Holder who has
been a bona fide Holder of a Note for at least six months, or


 


(2)            the
Trustee shall cease to be eligible under Section 908 and shall fail to resign after written request therefor by the Company, the
Guarantors or any such Holder, or


 


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


 


then, in any such case, (A) the Company or
the Guarantors may remove the Trustee with respect to all Notes or (B) subject to Section 813, Holders of 10% in aggregate principal
amount of Notes who have been bona fide Holders of such Notes for at least six months may, on behalf of themselves and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Notes and the appointment
of a successor Trustee or Trustees.


 


If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Notes,
the Company or the Guarantors shall promptly appoint a successor Trustee or Trustees with respect to the Notes (it being understood that
any such successor Trustee may be appointed with respect to the Notes and that at any time there shall be only one Trustee with respect
to the Notes) and shall comply with the applicable requirements of Section 910. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Notes shall be appointed by Act of the Holders
of a majority in aggregate principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 910,
become the successor Trustee with respect to the Notes and to that extent supersede the successor Trustee appointed by the Company or
the Guarantors. If no successor Trustee with respect to the Notes shall have been so appointed by the Company the Guarantors or the Holders
and accepted appointment in the manner required by Section 910, Holders of 10% in aggregate principal amount of Notes who have been
bona fide Holders of Notes for at least six months may, on behalf of themselves and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes.


 


The Company or the Guarantors
shall give notice of each resignation and each removal of the Trustee with respect to the Notes and each appointment of a successor Trustee
with respect to the Notes to all Holders of Notes in the manner provided in Section 1405. Each notice shall include the name of the
successor Trustee with respect to the Notes and the address of its Corporate Trust Office.


 






    51


     


    

 


Section 910     Acceptance
of Appointment by Successor.


 


In case of the appointment
hereunder of a successor Trustee with respect to all Notes, every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company, the Guarantors and the retiring Trustee a written instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring Trustee, but, on the request of the Company, the Guarantors
or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver a written instrument transferring
to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder subject nonetheless to the lien provided for in Section 906.


 


In case of the appointment
hereunder of a successor Trustee with respect to the Notes, the Company, the Guarantors, the retiring Trustee and each successor Trustee
with respect to the Notes shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided
therein and the successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Notes; but, on request of the Company, the Guarantors or any successor Trustee,
such retiring Trustee shall duly assign, transfer and deliver to the successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Notes nonetheless to the lien provided for in Section 906.


 


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


 


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


 


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


 


Section 911     Merger,
Conversion, Consolidation or Succession to Business.


 


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


 






    52


     


    

 


Section 912     Preferential
Collection of Claims Against Company.


 


The Trustee shall comply with
Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or has been removed shall comply with Section 311(a) of the Trust Indenture Act to
the extent indicated.


 


Section 913     Trustee’s
Application for Instructions from the Company.


 


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


 


Article X


HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE,

THE COMPANY AND THE GUARANTORS


 


Section 1001     Company
to Furnish Trustee Names and Addresses of Holders.


 


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


 


Section 1002     Preservation
of Information; Communications to Holders.


 


The Trustee shall preserve,
in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 1001 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar.
The Trustee may dispose of any list furnished to it as provided in Section 1001 upon receipt of a new list so furnished.


 


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


 






    53


     


    

 


Section 1003     Reports
by Trustee.


 


The Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.


 


A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange and automated quotation system, if
any, upon which any Notes are listed, with the Commission (if accepted for filing by the Commission) and the Company.


 


Section 1004     Reports
by the Company and the Guarantors.


 


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


 


(a)            For
so long as AMC is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, AMC shall provide (or cause
its Affiliates to provide) to the Trustee, unless available on the Commission’s Electronic Data Gathering, Analysis and Retrieval
System (or successor system), within 15 days after AMC files the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which AMC may file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. In
connection with any annual report or quarterly report of AMC, the Company will provide (or cause its Affiliates to provide) to the Trustee,
unless available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or successor system), an unaudited
reconciliation indicating any material differences between the financial information of AMC and the financial information of the Company
and the Guarantors on a combined and consolidated basis, taken as a whole, provided that, the requirement to deliver such unaudited reconciliation
shall not be applicable at any time AMC guarantees the Notes. The Trustee may conclusively presume, and shall incur no liability in such
presumption, that AMC has not filed any such reports, reconciliations, information, documents and other reports with the Commission that
are not available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or successor system) unless and
until it shall have received written notice from the Company to the contrary.


 


(b)            For
so long as any of the Notes remain outstanding and have not become freely tradeable without restrictions by nonaffiliates of the Credit
Parties pursuant to Rule 144 under the Securities Act, the Company shall, or shall cause its Affiliates to, furnish to the Holders
of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


 






    54


     


    

 


Article XI


SUPPLEMENTAL INDENTURES


 


Section 1101          Supplemental
Indentures Without Consent of Holders.


 


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


 


(1)            to
add to the covenants for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company or any Guarantor
hereunder, under any indenture supplemental hereto or under the Notes;


 


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


 


(3)            to
add any additional Events of Default for the benefit of the Holders of the Notes;


 


(4)            to
add new Guarantors;


 


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


 


(6)            to
secure the Notes;


 


(7)            to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee, pursuant to the requirements of Section 910;


 


(8)            to
provide for the issuance of Additional Notes;


 


(9)            to
establish the form or terms for Notes of any series as permitted by Section 201;


 


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


 


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


 


(12)          to
add to, change or eliminate any of the provisions of this Indenture in respect of the Notes so long as such addition, change or elimination
(A) shall not apply to or modify the rights of the Holders of Notes of any series created prior to such addition, change or elimination
and (B) shall become effective only when there are no Notes Outstanding that are created prior to the execution of such supplemental
indenture and are entitled to the benefit of such provision;


 


(13)          to
cure any ambiguity, to correct or supplement any provision of this Indenture or in any supplemental indenture that may be defective or
inconsistent with any other provision herein or in any supplemental indenture; provided such amendment does not adversely affect the rights
of any Holder of Notes in any material respect;


 


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


 


(15)         to
conform the text of this Indenture, the Notes or any supplemental indenture to any provision of the “Description of the Notes”
contained in the Company’s offering memorandum dated June 24, 2021 relating to the Initial Notes, in each case, as stated in
an Officer’s Certificate.


 


For the purposes of this Indenture,
no amendment to cure any ambiguity, defect or inconsistent in this Indenture or the Notes made solely to conform this Indenture or the
Notes to the “Description of the Notes” contained in the Company’s offering memorandum dated June 24, 2021 relating
to the Initial Notes shall be deemed to adversely affect the interests of the Holders of any Notes.


 






    55


     


    

 


Section 1102     Supplemental
Indentures With Consent of Holders.


 


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


 


(1)            change
the Stated Maturity of any installment of principal, interest or Deferred Interest (including interest thereon) on the Notes;


 


(2)            reduce
the principal amount of the Notes payable at or upon the acceleration of the Stated Maturity thereof pursuant to Section 802, or
reduce the rate of or extend the time of payment of interest or Deferred Interest (including interest thereon) on the Notes;


 


(3)            reduce
the price at which the Notes may be redeemed in connection with a Change of Control Event;


 


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


 


(5)            change
the currency in which the Notes or any premium, interest or Deferred Interest (including interest thereon) on any Note is payable;


 


(6)            impair
the right to enforce any payment on or with respect to the Notes;


 


(7)            reduce
the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for modification or amendment of
the Indenture or for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults hereunder;


 


(8)            subordinate
the Notes or any Note Guarantee to any other obligation of the Company or the applicable Guarantor;


 


(9)            modify
the terms of any Guarantee in a manner adverse to the Holders of Notes; or


 


(10)          modify
clauses (1) through (9) above.


 


It shall not be necessary
for any Act of Holders under this Section 1102 to approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.


 


In addition, the Holders of
at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all such Notes, waive compliance
with the Credit Parties’ covenants described under Section 401 and Section 402 and Article V of this Indenture.


 






    56


     


    

 


Section 1103     Execution
of Supplemental Indentures.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article XI or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and, subject to Section 901, shall be fully protected in relying
upon, in addition to the documents required by Section 102, an Opinion of Counsel or an Officer’s Certificate stating that
the execution of such supplemental indenture is authorized or permitted by this Indenture, that such supplemental indenture is the legal,
valid and binding obligation of the Company enforceable against it in accordance with its terms, and that all conditions precedent in
this Indenture to the execution of such supplemental indenture, if any, have been complied with; provided, however, that
no such Opinion of Counsel shall be required in the case of any supplemental indenture executed and delivered concurrently with the original
execution and delivery of this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 1104     Effect
of Supplemental Indentures.


 


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


 


Section 1105     Notice
of Supplemental Indenture; Reference in Notes to Supplemental Indentures.


 


After a supplemental indenture
under Section 1101 and 1102 becomes effective, the Company shall mail to the Trustee a notice briefly describing such supplemental
indenture or a copy of such supplemental indenture and the Trustee shall on behalf of the Company and at the expense of the Company mail
such notice or supplemental indenture to Holders affected thereby. Any failure of the Trustee to mail such notice, or any defect therein,
or any failure of the Trustee to mail such supplemental indenture, shall not in any way impair or affect the validity of any such supplemental
indenture.


 


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


 






    57


     


    

 


Article XII


SATISFACTION AND DISCHARGE


 


Section 1201     Satisfaction
and Discharge of Indenture.


 


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


 


(1)            either


 


		(A)	all Notes theretofore authenticated and delivered (other than (i) Notes which have been mutilated,
destroyed, lost or stolen and which have been replaced or paid as provided in Section 210 and (ii) Notes for whose payment money
has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 404) have been delivered to the Trustee for cancellation; or



 


		(B)	all such Notes not theretofore delivered to the Trustee for cancellation



 


(i)            have
become due and payable, or


 


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


 


(iii)          are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee, as trust funds in trust for the purpose, money in an amount sufficient to pay and discharge
the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and premium, if any, and
interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;


 


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


 


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


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee under Section 906 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of clause (1) of this Section 1201, the obligations of the Trustee under the
last paragraph of Section 404 and Section 1202 shall survive.


 


Section 1202     Application
of Trust Money.


 


Subject to the provisions
of the last paragraph of Section 404, all money deposited with the Trustee pursuant to Section 1201 shall be held in trust and
applied by it, in accordance with this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting
as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for whose
payment such money has been deposited with the Trustee. All money deposited with the Trustee pursuant to Section 1201 (and held by
it or any Paying Agent) for the payment of Securities subsequently converted into other property shall be returned to the Company upon
Company Request. The Company may direct by a Company Order the investment of any money deposited with the Trustee pursuant to Section 1201,
without distinction between principal and income, in (1) United States Treasury securities with a maturity of one year or less or
(2) a money market fund that invests solely in short-term United States Treasury securities (including money market funds for which
the Trustee or an affiliate of the Trustee serves as investment advisor, administrator, shareholder, servicing agent and/or custodian
or sub-custodian, notwithstanding that (a) the Trustee charges and collects fees and expenses from such funds for services rendered
and (b) the Trustee charges and collects fees and expenses for services rendered pursuant to this Indenture at any time) and from
time to time the Company may direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria
specified in clause (1) or (2) of this Section 1202.


 






    58


     


    

 


Article XIII


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1301     Defeasance
and Discharge.


 


The Company and the Guarantors
shall be deemed to have been discharged from their respective obligations with respect to the Notes and related Guarantees as provided
in this Section 1301 on and after the date the conditions set forth in Section 1303 are satisfied (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire
indebtedness represented by the Notes and Guarantees and to have satisfied all its other obligations under the Notes and Guarantees and
this Indenture insofar as the Notes and Guarantees are concerned (and the Trustee, at the expense of the Company or the Guarantors, as
the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise
terminated or discharged hereunder: (1) the rights of Holders of the Notes to receive, solely from the trust fund described in Section 1303
and as more fully set forth in such Section 1304, payments in respect of the principal of and premium, if any, and interest on the
Notes when payments are due, (2) the Company’s obligations with respect to the Notes and the Guarantors’ obligations
with respect to such Guarantees under Sections 208, 210, 403 and 404, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its
option, if any, to have this Section 1301 applied to the Notes and the Guarantees notwithstanding the prior exercise of its option,
if any, to have Section 1302 applied to the Notes and Guarantees.


 


Section 1302     Covenant
Defeasance.


 


Upon the Company’s exercise
of its option, if any, to have this Section 1302 applied to the Notes, (1) the Company and the Guarantors shall be released
from their respective obligations under Section 501 and any covenants provided which were made a part of the terms of the Notes in
accordance with Section 1101(1) or Section 1101(11) for the benefit of the Holders of the Notes and (2) the occurrence
of any event specified in Section 801 shall be deemed not to be or result in an Event of Default, in each case with respect to the
Notes and the Guarantees as provided in this Section 1302 on and after the date the conditions set forth in Section 1303 are
satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect
to the Notes and the Guarantees, each of the Company and the Guarantors may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such specified Section, whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any
other document, but the remainder of this Indenture and the Notes and the Guarantees shall be unaffected thereby.


 


Section 1303     Conditions
to Defeasance or Covenant Defeasance.


 


The following shall be the
conditions to the application of Section 1301 or 1302 to any Notes:


 


(1)            The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 908 and agrees to comply with the provisions of this Article XIII applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of
the Holders of the Notes, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will provide money in an amount, or (C) a combination thereof,
in each case sufficient to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay
and discharge, the principal of and premium, if any, and interest, Deferred Interest, and interest thereon on the Notes on the Stated
Maturity, in accordance with the terms of this Indenture and the Notes. As used herein, “U.S. Government Obligation”
means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith
and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account
of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation
which is so specified and held; provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 






    59


     


    

 



 


(2)            In
the event of an election to have Section 1301 apply to any Notes, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since
the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to
the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Notes will not recognize gain or loss
for U.S. federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Notes and
will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.


 


(3)            In
the event of an election to have Section 1302 apply to the Notes, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the beneficial owners of the Notes will not recognize gain or loss for U.S. federal income tax purposes as a result
of the deposit and Covenant Defeasance to be effected with respect to the Notes and will be subject to U.S. federal income tax on the
same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.


 


(4)            No
Default or Event of Default with respect to the Notes shall have occurred and be continuing at the time of such deposit or, insofar as
Section 801(3) or Section 801(4) are concerned, at any time on or prior to the 90th day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until after such 90th day).


 


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


 


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


 






    60


     


    

 


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


 


Section 1304      Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions
of the last paragraph of Section 404, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section 1304 and Section 1305, the Trustee and any such other
trustee are referred to collectively as the “Trustee”) pursuant to Section 1303 in respect of the Notes shall
be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders
of the Notes, of all sums due and to become due thereon in respect of principal and premium, if any, and interest, Deferred Interest,
and interest thereon, but money so held in trust need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant
to Section 1303 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law
is for the account of the Holders of Outstanding Notes; provided that the Trustee shall be entitled to charge any such tax, fee
or other charge to such Holder’s account.


 


Anything in this Article XIII
to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 1303 with respect to any Notes which are in excess of the amount thereof
which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such
Notes.


 


Section 1305      Reinstatement.


 


If the Trustee or the Paying
Agent is unable to apply any money in accordance with this Article XIII with respect to the Notes by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this
Indenture and the Notes and the Guarantees from which the Company and the Guarantors have been discharged or released pursuant to Section 1301
or 1302 shall be revived and reinstated as though no deposit had occurred pursuant to this Article XIII with respect to the Notes
and the Guarantees, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1304
with respect to the Notes and the Guarantees in accordance with this Article XIII; provided, however, that (a) if
the Company or the Guarantors makes any payment of principal of or premium, if any, or interest, Deferred Interest, and interest thereon
on the Notes following such reinstatement of its obligations, the Company or the Guarantors, as the case may be, shall be subrogated to
the rights, if any, of the Holders of the Notes to receive such payment from the money so held in trust and (b) unless otherwise
required by any legal proceeding or any order or judgment of any court or governmental authority, the Trustee or Paying Agent shall return
all such money and U.S. Government Obligations to the Company or the Guarantors, as the case may be, promptly after receiving a written
request therefor at any time, if such reinstatement of the obligations of the Company or the Guarantors, as the case may be, has occurred
and continues to be in effect.


 






    61


     


    

 


Article XIV


MISCELLANEOUS PROVISIONS


 


Section 1401      Compliance
Certificates and Opinions.


 


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


 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 405)
shall include:


 


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


 


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


 


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


 


(4)            a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 67


 


Section 1402      Form of
Documents Delivered to Trustee.


 


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


 


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


 






    62


     


    

 


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


 


Section 1403      Acts
of Holders; Record Dates.


 


Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the Company or the Guarantors. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and, subject to Section 901, conclusive in favor of the Trustee, the Company and the Guarantors,
if made in the manner provided in this Section 1403.


 


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


 


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


 


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


 


The Company or any Guarantor
may, in its discretion, set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to give,
make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of such Notes but shall have no obligation to do so; provided that none of the Company or
any Guarantor may set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of
any notice, declaration, request or direction referred to in the next paragraph. If not set by the Company or any Guarantor prior to the
first solicitation of Holders of Outstanding Notes made by any Person in respect of such action or, in the case of any such vote, prior
to such vote, the record date for any such action or vote shall be 30 days prior to the first solicitation of such vote or consent. If
any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount
of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Company or any Guarantor from setting
a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall
be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such
action is taken. Promptly after any record date is set pursuant to this paragraph, the Company or any Guarantor, at its own expense, shall
cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing
and to each Holder of Notes in the manner set forth in Section 1405.


 






    63


     


    

 


The Trustee may set any day
as a record date for the purpose of determining the Holders of Outstanding Notes entitled to join in the giving or making of (i) any
Notice of Default, (ii) any request to institute proceedings referred to in Section 807(2) or (iii) any direction
referred to in Section 811, in each case with respect to the Notes. If any record date is set pursuant to this paragraph, the Holders
of Outstanding Notes on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date.
Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by
any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Company and the Guarantors in writing and to each Holder of Notes in the
manner set forth in Section 1405.


 


With respect to any record
date set pursuant to this Section 1403, the party hereto which sets such record dates may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change
shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder
of Notes in the manner set forth in Section 1405, on or prior to the existing Expiration Date. If an Expiration Date is not designated
with respect to any record date set pursuant to this Section 1403, the party hereto which set such record date shall be deemed to
have initially designated the 90th day after such record date as the Expiration Date with respect thereto, subject to its right to change
the Expiration Date as provided in this paragraph.


 


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


 


Section 1404      Notices,
Etc., to Trustee, Company and Guarantors.


 


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


 


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


 


(2)            the
Company or a Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid or overnight delivery, to the Company or any Guarantor addressed to the
attention of the Secretary of the Company or such Guarantor at the address of the Company’s principal office specified in writing
to the Trustee by the Company and, until further notice, at c/o Ares Management Corporation, 2000 Avenue of the Stars, 12th
Floor, Los Angeles, California 90067, fax number: (310) 201-4100, Attention: Chief Legal Officer.


 






    64


     


    

 


The Trustee shall have the
right, but shall not be required, to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar
unsecured electronic methods by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the
Company. The Trustee shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is,
in fact, a person authorized to give instructions or directions on behalf of the Company; and the Trustee shall have no liability for
any losses, liabilities, costs or expenses incurred or sustained by the Company or any other Person as a result of such reliance upon
or compliance with such instructions or directions. The Company agrees to assume all risks arising out of the use of such electronic methods
to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions,
and the risk of interception and misuse by third parties.


 


Section 1405      Notice
to Holders; Waiver.


 


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


 


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


 


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


 


Section 1406      Agreement
to Certain Tax Treatment.


 


Each beneficial owner of the
Notes shall, by acquiring a beneficial interest therein, be deemed to have agreed to treat the Notes as indebtedness for U.S. federal
income tax purposes.


 


Section 1407      Effect
of Headings and Table of Contents.


 


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


 






    65


     


    

 


Section 1408      Successors
and Assigns.


 


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


 


Section 1409      Separability
Clause.


 


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


 


Section 1410      Benefits
of Indenture.


 


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


 


Section 1411      Governing
Law.


 


This Indenture, the Notes
and the Guarantees shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles
of conflicts of law.


 


Section 1412      Legal
Holidays.


 


In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of the Notes shall not be a Business Day, then (notwithstanding any other provision of
this Indenture or of the Notes) payment of principal and premium, if any, or interest or Deferred Interest (including interest thereon),
or the Redemption Price, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity. No interest shall accrue for the period from and
after any such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to the date of such payment with respect
to such Interest Payment Date, Redemption Date or Stated Maturity.


 


Section 1413      No
Recourse Against Others.


 


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


 


Section 1414      WAIVER
OF JURY TRIAL.


 


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


 






    66


     


    

 


Section 1415      U.S.A.
Patriot Act.


 


The parties hereto acknowledge
that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help
fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person
or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will
provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot
Act.


 


Section 1416      Execution
in Counterparts; Electronic Signatures.


 


This Indenture may be executed
in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same
agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for
all purposes. Any reference to “execute,” “executed,” “sign,” “signed,” “signature”
or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg
file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures
in Global and National Commerce Act (“E-SIGN”) or the New York Electronic Signatures and Records Act (“ESRA”),
which includes any electronic signature provided using Orbit, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform
identified by the Company and reasonably available at no undue burden or expense to the Trustee), except to the extent the Custodian requests
otherwise. Any such electronic signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten
signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder.


 


[Signature page follows]


 









    67


     


    

 


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


 


	 	Ares Finance Co. III LLC
	 	 
	 	 
	 	By: 	/s/ Naseem Sagati Aghili
	 	Name:	Naseem Sagati Aghili
	 	Title:	Authorized Signatory
	 	 
	 	Ares Finance Co. II LLC, as a Guarantor
	 	 
	 	 
	 	By: 	/s/ Naseem Sagati Aghili 
	 	Name:	Naseem Sagati Aghili
	 	Title:	Authorized Signatory
	 	 
	 	Ares Finance Co. LLC, as a Guarantor
	 	 
	 	 
	 	By: 	/s/ Naseem Sagati Aghili
	 	Name:	Naseem Sagati Aghili
	 	Title:	 Authorized Signatory
	 	 
	 	ARES HOLDINGS L.P., as a Guarantor
	 	 
	 	By: Ares Holdco LLC, its general partner
	 	 
	 	 
	 	By:	 /s/ Naseem Sagati Aghili
	 	Name:	Naseem Sagati Aghili
	 	Title:	Authorized Signatory



 






    68


     


    

 


	 	ARES MANAGEMENT LLC, as Guarantor
	 	 
	 	 
	 	By:	 /s/ Naseem Sagati Aghili
	 	Name:	Naseem Sagati Aghili
	 	Title:	Authorized Signatory
	 	 
	 	ARES INVESTMENTS HOLDINGS LLC, as Guarantor
	 	 
	 	 
	 	By: 	/s/ Naseem Sagati Aghili
	 	Name:	Naseem Sagati Aghili
	 	Title:	Authorized Signatory



 




    69


     


    

 



 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 /s/ Karen Beard
	 	Name:	 Karen Beard
	 	Title: 	Vice President



 






    70


     


    

 


 


Schedule I


 


GUARANTORS


 


Ares Holdings L.P.





Ares Investments Holdings LLC 


Ares Management LLC





Ares Finance Co. LLC 


Ares Finance Co. II LLC


 


 



    I-1


     


    




 


Exhibit A


 


[FORM OF FACE OF NOTE]


 


[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE
OF EACH GLOBAL NOTE SOLD PURSUANT TO RULE 144A UNDER THE SECURITIES ACT:


 


THIS NOTE (INCLUDING THE RELATED GUARANTEES) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF NOTES
OF THE SAME SERIES AND THE LAST DATE ON WHICH ARES FINANCE CO. III LLC OR ANY AFFILIATE OF ARES FINANCE CO. III LLC WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO ARES HOLDINGS L.P., ARES INVESTMENTS HOLDINGS LLC, ARES MANAGEMENT LLC, ARES
FINANCE CO. LLC, ARES FINANCE CO. II LLC OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
 “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT
A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN
EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE
IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ARES FINANCE CO. III LLC’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.]


 


[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE
OF EACH GLOBAL NOTE SOLD PURSUANT TO REGULATION S UNDER THE SECURITIES ACT:


 






    A-1


     


    

 


THIS NOTE (INCLUDING THE RELATED GUARANTEES)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF NOTES
OF THE SAME SERIES AND THE LAST DATE ON WHICH ARES FINANCE CO. III LLC OR ANY AFFILIATE OF ARES FINANCE CO. III LLC WAS THE ARES HOLDINGS
L.P., ARES INVESTMENTS HOLDINGS LLC, ARES MANAGEMENT LLC, ARES FINANCE CO. LLC, ARES FINANCE CO. II LLC OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER
THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ARES FINANCE CO. III LLC’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS
THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.] 


 


[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE
OF EACH GLOBAL NOTE:


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO THE DEPOSITORY TRUST COMPANY (“DTC”) OR ITS NOMINEE OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF.].


 


[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE
OF EACH GLOBAL NOTE FOR WHICH DTC IS TO BE THE DEPOSITARY:


 






    A-2


     


    

 


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


 



    A-3


     


    




 


4.125% FIXED-RATE RESETTABLE SUBORDINATED NOTE
DUE 2051


 


Principal Amount
(US)$                 


 


No.                    


 


CUSIP NO. [ ]


 


Ares Finance Co. III LLC., a limited limited liability
company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term
includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of United States U.S. dollars (U.S.$ ) on June 30, 2051 and, subject to the Company’s
right to defer payment of interest as set forth in the Indenture, to pay interest thereon, from June 30, 2021, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for to but excluding the next Interest Payment Date, which shall
be June 30 and December 30 of each year, commencing December 30, 2021. The initial interest rate for the Notes from and
including the issue date to, but excluding, June 30, 2026 (the “First Call Date”) will be 4.125% per annum. On and after
the First Call Date, the interest rate on the Notes for each Reset Period (as defined in the Indenture) will be equal to the Five-Year
U.S. Treasury Rate (as defined in the Indenture) as of the most recent Reset Interest Determination Date plus a spread of 3.237%.


 


The interest and Deferred Interest (including
interest thereon) so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Note is registered at the close of business on the Record Date for such interest, which shall
be the June 15 or December 15 immediately prior to the relevant Interest Payment Date (whether or not a Business Day). Except
as otherwise provided in the Indenture, any such interest or Deferred Interest (including interest thereon) not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name
this Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of the Notes not less than 10 days prior to the Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed,
all as more fully provided in the Indenture. Interest and interest on Deferred Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.


 


Payment of principal of, and premium, if any,
and interest, Deferred Interest (including interest thereon) on this Note will be made at the Corporate Trust Office, in such coin or
currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.
With respect to Global Notes, the Company will make such payments by wire transfer of immediately available funds to DTC, or its nominee,
as registered owner of the Global Notes. With respect to certificated Notes, the Company will make such payments by wire transfer of immediately
available funds to a United States Dollar account maintained in New York, New York to each Holder of an aggregate principal amount of
Notes in excess of U.S. $5,000,000 that has furnished wire instructions in writing to the Trustee no later than 12 days prior to the relevant
payment date. If a Holder of a certificated Note (i) does not furnish such wire instructions as provided in the preceding sentence
or (ii) holds U.S. $5,000,000 or less aggregate principal amount of Notes, the Company will make such payments by mailing a check
to such Holder’s registered address.


 


Reference is hereby made to the further provisions
of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.


 






    A-4


     


    

 


 


Schedule I (cont'd)


 


Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 


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


 


	 	ARES FINANCE CO. III LLC., as issuer.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:__________


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	Authorized Signatory



 






    A-5


     


    




 


[FORM OF REVERSE OF NOTE]


 


1.            Indenture.
This Note is one of a duly authorized issue of Notes of the Company designated as its “4.125% Fixed-Rate Resettable Subordinated
Notes due 2051” (herein called the “Notes”), issued under an indenture, dated as of June 30, 2021 (the “Indenture”),
among the Company, the Guarantors and U.S. Bank National Association, as Trustee (herein called the “Trustee,” which
term includes any successor trustee under the Indenture), to which reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are, and are to be, authenticated and delivered. The aggregate principal amount of Initial Notes Outstanding
at any time may not exceed $450,000,000 in aggregate principal amount. The Indenture pursuant to which this Note is issued provides that
Additional Notes may be issued thereunder.


 


All terms used in this Note which are defined
in the Indenture shall have the meanings assigned to them in the Indenture. In the event of a conflict or inconsistency between this Note
and the Indenture, the provisions of the Indenture shall govern.


 


2.            Optional
Interest Deferral. The Company has the right on one or more occasions to defer the payment of interest on the Notes for up to five
consecutive years (each such period, an “optional deferral period”). During an optional deferral period, interest will continue
to accrue on the Notes, and Deferred Interest payments will accrue additional interest at the then applicable interest rate on the Notes,
compounded semi-annually as of each Interest Payment Date to the extent permitted by applicable law. If the Company has exercised its
right to defer interest payments on the Notes, neither the Company nor any Guarantor may generally make payments on or redeem or purchase
any of its equity interests or any of its debt securities or guarantees that rank pari passu or junior to the Notes, subject to exceptions
as set forth in the Indenture.


 


3.            Subordination.
The Notes will constitute the Company’s and the relevant Guarantor’s direct, unsecured subordinated obligations, respectively,
and will rank equally (without any preference) among themselves and with any Parity Claims and prior to any Junior Claims. The rights
and claims of the Holders of the Notes, including under the Guarantees, will be subordinated to all Senior Claims.


 


4.            Optional
Redemption. On the First Call Date or any subsequent Interest Payment Date, the Company may at its option redeem all or a part of
the Notes, on notice given not more than 60 days, if the Notes are not being redeemed in full, or 45 days, if the Notes are being redeemed
in part, nor less than 30 days, prior to the Redemption Date, at a redemption price equal to 100% of the principal amount of the Notes
to be redeemed plus accrued and unpaid interest and Deferred Interest (including interest thereon) to, but excluding the Redemption Date.


 


5.            Tax
Redemption. If a Tax Redemption Event occurs prior to the maturity date of the Notes, the Company may redeem the Notes, at its option,
in whole but not in part, within 120 days of the occurrence of a Tax Redemption Event, on notice given not more than 60 days nor less
than 15 days, prior to the Redemption Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus
accrued and unpaid interest and Deferred Interest (including interest thereon) to, but excluding, the Redemption Date.


 


6.            Rating
Agency Redemption. If a Rating Agency Event occurs prior to the maturity date of the Notes, the Company may redeem the Notes, in whole
but not in part, at its option, within 120 days of the occurrence of a Rating Agency Event, on notice given not more than 60 days nor
less than 30 days prior to the Redemption Date, at a redemption price equal to 102% of the principal amount of the Notes to be redeemed
plus accrued and unpaid interest to and Deferred Interest (including interest thereon), but excluding, the Redemption Date.


 






    


     


    

  


Schedule I (cont'd)


 


7.            Change
of Control Event Redemption. If a Change of Control Event occurs, the Company may, at its option, upon at least 30 days’ notice
following the occurrence of such Change of Control Event, out of funds legally available redeem the Notes, in whole but not in part, within
60 days of the occurrence of such Change of Control Event, at a price in cash equal to 101% of the aggregate principal amount of Notes
redeemed plus accrued and unpaid interest and Deferred Interest (including interest thereon), if any, on the Notes redeemed to, but excluding,
the Redemption Date.


 


8.            Global
Note. If this Note is a Global Note, then, in the event of a deposit or withdrawal of an interest in this Note, including an exchange,
transfer, redemption, repurchase or conversion of this Note in part only, the Trustee, as custodian of the Depositary, shall make an adjustment
on its records to reflect such deposit or withdrawal in accordance with the Applicable Procedures.


 


9.            Defaults
and Remedies. If certain of the Events of Default shall occur, the Trustee may pursue all legal remedies available to it, including
the commencement of a judicial proceeding for the collection of the sums due and unpaid or the Company’s winding up, subject to
the limitations that may exist under applicable law in bankruptcy or insolvency proceedings, but the Trustee may not, in respect of certain
Events of Defaults, declare the principal amount of any outstanding Notes to be due and payable.


 


No Holder of Notes shall have any right to institute
any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator
or sequestrator (or similar official) or for any other remedy hereunder (except actions for payment of overdue principal of, and premium,
if any, or interest and Deferred Interest (including interest thereon) on such Notes in accordance with its terms), unless (i) such
Holder has previously given written notice to a Responsible Officer of the Trustee of an Event of Default and the continuance thereto
with respect to the Notes, specifying an Event of Default, as required under the Indenture; (ii) the Holders of not less than 25%
in aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect
of such Event of Default in its own name as Trustee under the Indenture; (iii) such Holder or Holders have offered to the Trustee
indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the
Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity; and
(v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of
a majority in aggregate principal amount of the Outstanding Notes, it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice
the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to
enforce any right under the Indenture, except in the manner provided in the Indenture and for the equal and ratable benefit of all of
such Holders.


 


The foregoing shall not apply to any suit instituted
by the Holder of this Note for the enforcement of any payment of principal of, and premium, if any, or interest and Deferred Interest
(including interest thereon) hereon, on or after the respective due dates expressed herein.


 


10.            Amendment,
Supplement and Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company
and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes.
The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding
Notes, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or such other Note. Certain
modifications or amendments to the Indenture require the consent of the Holder of each Outstanding Note affected.


 






    2


     


    

 


Schedule I (cont'd)





 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair (without the consent of the Holder hereof) the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any, and interest and Deferred Interest (including interest thereon)
on this Note at the times, places and rate, and in the coin or currency, herein prescribed.


 


11.            Registration
and Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable
on the Security Register. Upon surrender for registration of transfer of this Note at the office or agency of the Company, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Notes of any authorized denominations and of like tenor and principal amount. As provided in the Indenture and subject to certain limitations
therein set forth, at the option of the Holder, this Note may be exchanged for one or more new Notes of any authorized denominations and
of like tenor and principal amount, upon surrender of this Note at such office or agency. Upon such surrender by the Holder, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Notes of any authorized denominations and of like tenor and principal amount. Every Note presented or surrendered for registration of
transfer or for exchange shall be duly endorsed (if so required by the Company or the Trustee), or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or such Holder’s
attorney duly authorized in writing. No service charge shall be made for any such registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.


 


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


 


12.            Guarantee.
As expressly set forth in the Indenture, payment of this Note is jointly and severally and fully and unconditionally guaranteed by the
Guarantors that have become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations
under the Indenture and their Guarantees under the circumstances specified in the Indenture.


 


13.            Governing
Law. THE INDENTURE, THIS NOTE AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:


 


TEN COM (= tenant in common)


 






    3


     


    

 


Schedule I (cont'd) 


 


TEN ENT (= tenants by the entireties (Cust))








JT TEN (= joint tenants with right of survivorship
and not as tenants in common) 


UNIF GIFT MIN ACT (= under Uniform Gifts to Minors
Act )


 


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


 


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


 


In connection with the assignment of the Notes evidenced by this certificate
occurring prior to the date that is one year or six months, as the case may be (as specified in Rule 144(d) under the Securities
Act), after the later of the Issue Date of such Notes and the last date, if any, on which such Notes were owned by the Company or any
affiliate of the Company, the undersigned confirms that such Notes are being:


 


CHECK ONE BOX BELOW:


 


1.             ̈
acquired for the undersigned’s own account, without transfer; or


 


2.             ̈ transferred
to the Company; or


 


3.             ̈
transferred pursuant to and in compliance with Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities
Act”); or


 


4.             ̈
transferred pursuant to an effective registration statement under the Securities Act; or


 


5.             ̈
transferred pursuance to and in compliance with Regulation S promulgated under the Securities Act; or


 


6.             ̈
transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3), or (7) under the
Securities Act) that, prior to such transfer, furnished the Trustee with a signed letter containing certain representations and agreements
relating to the transfer; or


 


7.             ̈
transferred pursuant to another available exemption from the registration requirements of the Securities Act.


 






    4


     


    

  


Schedule I (cont'd) 


 


Unless one of the boxes is checked, the Trustee
will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof;
provided, however, that if box (5), (6) or (7) is checked, the Company may require, prior to registering any such
transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably
request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, such as the exemption provided by Rule 144A promulgated under the Securities Act.


 


	Dated:	 	 	Signature:	 



 


Signature Guarantee:


 


	 	 	 
	(Signature must be guaranteed)	 	Signature




 


The signature(s) should be guaranteed by
an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities Exchange Act.


 


TO BE COMPLETED BY PURCHASER IF (1) OR
(3) ABOVE IS CHECKED.


 


The undersigned represents and warrants that
it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it
and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and
is aware that the sale to it is being made in reliance on Rule 144A promulgated under the Securities Act and acknowledges that it
has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not
to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations
in order to claim the exemption from registration provided by Rule 144A.


 






    5


     


    




 


Schedule I (cont'd) 


 


[SCHEDULE OF INCREASES AND DECREASES IN NOTE]


 





Ares Finance Co. III LLC


 


4.125% Fixed-Rate Resettable Subordinated Notes
due 2051


 


The initial principal amount of this Note is $
.. The following increases or decreases in this Note have been made:


 


	 	 	 	 	 	 	 	 	 
	Date	 	
    Amount of

    decrease in

    Principal

    Amount of

    this Note
	 	
    Amount of

    increase in

    Principal

    Amount of

    this Note
	 	
    Principal

    Amount of

    this Note

    following

    such decrease

    or increase
	 	
    Signature of

    authorized

    signatory of

    Trustee] (1)

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


(1)            Insert
for Global Notes only


 






    6