Exhibit 4.1


 





 



 


PICASSO FINANCE SUB, INC.


 


to be merged with and into


 


WILLIAMS SCOTSMAN INTERNATIONAL, INC.


 


as Escrow Issuer


 





 



 


6.125% SENIOR SECURED NOTES DUE 2025


 





 



 


INDENTURE


 


DATED AS OF JUNE 15, 2020


 





 



 


DEUTSCHE BANK TRUST COMPANY AMERICAS


 


as Trustee and Collateral Agent


 


 



 






     


     


    

 


TABLE OF CONTENTS


 




	Clause	Page
	Article
    I DEFINITIONS AND INCORPORATION BY REFERENCE	1
	SECTION
    1.1 Definitions	1
	SECTION
    1.2 Other Definitions	57
	SECTION
    1.3 Trust Indenture Act Term	58
	SECTION
    1.4 Rules of Construction	58
	Article
    II THE NOTES	59
	SECTION
    2.1 Form and Dating	59
	SECTION
    2.2 Execution and Authentication	61
	SECTION
    2.3 Registrar; Paying Agent	61
	SECTION
    2.4 Paying Agent to Hold Money in Trust	62
	SECTION
    2.5 Holder Lists	62
	SECTION
    2.6 Book-Entry Provisions for Global Securities	62
	SECTION
    2.7 Replacement Notes	64
	SECTION
    2.8 Outstanding Notes	65
	SECTION
    2.9 Treasury Notes	65
	SECTION
    2.10 Temporary Notes	65
	SECTION
    2.11 Cancellation	66
	SECTION
    2.12 [Reserved]	66
	SECTION
    2.13 CUSIP Number	66
	SECTION
    2.14 Special Transfer Provisions	66
	SECTION
    2.15 Issuance of Additional Notes	68
	Article
    III REDEMPTION AND PREPAYMENT	69
	SECTION
    3.1 Notices to Trustee	69
	SECTION
    3.2 Selection of Notes to Be Redeemed	69
	SECTION
    3.3 Notice of Redemption	69
	SECTION
    3.4 Effect of Notice of Redemption	70
	SECTION
    3.5 Deposit of Redemption Price	70
	SECTION
    3.6 Notes Redeemed in Part	71
	SECTION
    3.7 Optional Redemption	71
	SECTION
    3.8 Offer to Purchase	73
	SECTION
    3.9 Special Mandatory Redemption	74
	SECTION
    3.10 Mandatory Redemption	74
	Article
    IV COVENANTS	75
	SECTION
    4.1 Payment of Notes	75
	SECTION
    4.2 Maintenance of Office or Agency	75
	SECTION
    4.3 Reports	75
	SECTION
    4.4 Compliance Certificate	76



 






    -i-


     


    

 


	SECTION
    4.5 Taxes	76
	SECTION
    4.6 Stay, Extension and Usury Laws	76
	SECTION
    4.7 Limitation on Restricted Payments	77
	SECTION
    4.8 Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries	82
	SECTION
    4.9 Limitation on Incurrence of Debt	84
	SECTION
    4.10 Limitation on Asset Sales	86
	SECTION
    4.11 Limitation on Transactions with Affiliates	88
	SECTION
    4.12 Limitation on Liens	92
	SECTION
    4.13 Limitation on Sale and Leaseback Transactions	92
	SECTION
    4.14 Offer to Purchase upon a Change of Control	93
	SECTION
    4.15 Maintenance of Properties, Corporate Existence and Insurance	94
	SECTION
    4.16 Limited Condition Transactions	95
	SECTION
    4.17 Additional Note Guarantees	96
	SECTION
    4.18 Limitation on Creation of Unrestricted Subsidiaries	96
	SECTION
    4.19 Creation and Perfection of Certain Security Interests After the Escrow Release Date	97
	SECTION
    4.20 Further Assurances	97
	SECTION
    4.21 Suspension of Covenants	97
	SECTION
    4.22 Mandatory Merger and Assumption; Activities of the Escrow Issuer	98
	Article
    V SUCCESSORS	100
	SECTION
    5.1 Consolidation, Amalgamation, Merger, Conveyance, Transfer or Lease	100
	SECTION
    5.2 Successor Person Substituted	102
	Article
    VI DEFAULTS AND REMEDIES	102
	SECTION
    6.1 Events of Default	102
	SECTION
    6.2 Acceleration	104
	SECTION
    6.3 Other Remedies	105
	SECTION
    6.4 Waiver of Past Defaults	105
	SECTION
    6.5 Control by Majority	106
	SECTION
    6.6 Limitation on Suits	106
	SECTION
    6.7 Rights of Holders of Notes to Receive Payment	106
	SECTION
    6.8 Collection Suit by Trustee	106
	SECTION
    6.9 Trustee May File Proofs of Claim	107
	SECTION
    6.10 Priorities	107
	SECTION
    6.11 Undertaking for Costs	108
	Article
    VII TRUSTEE	108
	SECTION
    7.1 Duties of Trustee	108
	SECTION
    7.2 Rights of Trustee	109



 






     


     


    

 


	SECTION
    7.3 Individual Rights of Trustee	111
	SECTION
    7.4 Trustee’s Disclaimer	111
	SECTION
    7.5 Notice of Defaults	112
	SECTION
    7.6 [Reserved]	112
	SECTION
    7.7 Compensation and Indemnity	112
	SECTION
    7.8 Replacement of Trustee	113
	SECTION
    7.9 Successor Trustee by Merger, Etc.	114
	SECTION
    7.10 Eligibility; Disqualification	114
	SECTION
    7.11 Preferential Collection of Claims Against the Company	115
	SECTION
    7.12 Trustee’s Application for Instructions from the Company	115
	SECTION
    7.13 Limitation of Liability	115
	SECTION
    7.14 Collateral Agent and Holders’ Authorization to Trustee	115
	SECTION
    7.15 Co-Trustees; Separate Trustee; Collateral Agent	116
	Article
    VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE	117
	SECTION
    8.1 Option to Effect Legal Defeasance or Covenant Defeasance	117
	SECTION
    8.2 Legal Defeasance	117
	SECTION
    8.3 Covenant Defeasance	118
	SECTION
    8.4 Conditions to Legal Defeasance or Covenant Defeasance	119
	SECTION
    8.5 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	120
	SECTION
    8.6 Repayment to Company	120
	SECTION
    8.7 Reinstatement	121
	SECTION
    8.8 Discharge	121
	Article
    IX AMENDMENT, SUPPLEMENT AND WAIVER	122
	SECTION
    9.1 Without Consent of Holders	122
	SECTION
    9.2 With Consent of Holders	124
	SECTION
    9.3 Revocation and Effect of Consents	125
	SECTION
    9.4 Notation on or Exchange of Notes	126
	SECTION
    9.5 Trustee to Sign Amendments, Etc.	126
	Article
    X SECURITY	126
	SECTION
    10.1 Appointment and Authorization of the Collateral Agent	126
	SECTION
    10.2 Security Documents; Additional Collateral	127
	SECTION
    10.3 Recording, Registration and Opinions	127
	SECTION
    10.4 Releases of Collateral	128
	SECTION
    10.5 Form and Sufficiency of Release	129
	SECTION
    10.6 Possession and Use of Collateral	129
	SECTION
    10.7 Purchaser Protected	129
	SECTION
    10.8 Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents and the Intercreditor Agreement	129
	SECTION
    10.9 Authorization of Receipt of Funds by the Trustee Under the Security Agreement	130
	SECTION
    10.10 Powers Exercisable by Receiver or Collateral Agent	130



 






     


     


    

 


	Article
    XI NOTE GUARANTEES	130
	SECTION
    11.1 Note Guarantees	130
	SECTION
    11.2 [Reserved]	132
	SECTION
    11.3 Severability	132
	SECTION
    11.4 Limitation of Guarantors’ Liability	132
	SECTION
    11.5 Guarantors May Consolidate, Etc., on Certain Terms	132
	SECTION
    11.6 Release of a Guarantor	134
	SECTION
    11.7 Benefits Acknowledged	134
	SECTION
    11.8 Future Guarantors	135
	SECTION
    11.9 Subordination of Willscot Equipment II, LLC’s Guarantee	135
	Article
    XII MISCELLANEOUS	135
	SECTION
    12.1 [Reserved]	135
	SECTION
    12.2 Notices	135
	SECTION
    12.3 [Reserved]	137
	SECTION
    12.4 Certificate and Opinion as to Conditions Precedent	137
	SECTION
    12.5 Statements Required in Certificate or Opinion	138
	SECTION
    12.6 Rules by Trustee and Agents	138
	SECTION
    12.7 No Personal Liability of Directors, Officers, Employees and Stockholders	138
	SECTION
    12.8 Governing Law	138
	SECTION
    12.9 Consent to Jurisdiction; Waiver of Trial by Jury; Service of Process	139
	SECTION
    12.10 No Adverse Interpretation of Other Agreements	139
	SECTION
    12.11 Successors	139
	SECTION
    12.12 Severability	139
	SECTION
    12.13 Counterpart Originals	139
	SECTION
    12.14 Table of Contents, Headings, Etc.	139
	SECTION
    12.15 Acts of Holders	140
	SECTION
    12.16 Security Documents	140
	SECTION
    12.17 [Reserved]	141
	SECTION
    12.18 USA Patriot Act	141
	SECTION
    12.19 Force Majeure	141
	SECTION
    12.20 Calculations	141
	SECTION
    12.21 Electronic Signatures	142



 






     


     


    

 


EXHIBITS


 


	Exhibit A	FORM OF 6.125%
    SENIOR SECURED NOTE DUE 2025
	 	 
	Exhibit B	FORM OF CERTIFICATE
    TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A
	 	 
	Exhibit C	FORM OF CERTIFICATE
    TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S
	 	 
	Exhibit D	FORM OF SUPPLEMENTAL
    INDENTURE TO BE DELIVERED ON THE ESCROW RELEASE DATE
	 	 
	Exhibit E	FORM OF SUPPLEMENTAL
    INDENTURE TO BE DELIVERED BY ANY FUTURE GUARANTORS




 






     


     


    





 


This Indenture, dated
as of June 15, 2020 is by and among Picasso Finance Sub, Inc., a Delaware corporation (the “Escrow Issuer”)
and a wholly owned unrestricted subsidiary of Williams Scotsman International, Inc., a Delaware corporation (“WSII”)
and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity and not in its individual
capacity, and together with its permitted successors and assigns in such capacity, the “Trustee”) and as collateral
agent (in such capacity and not in its individual capacity, and together with its permitted successors and assigns in such capacity,
the “Collateral Agent”).


 


Pursuant to the agreement
and plan of merger (together with all exhibits, annexes, schedules and other disclosure letters thereto, collectively, as modified,
amended, supplemented, consented to or waived, the “Merger Agreement”) dated as of March 1, 2020, as amended
by the amendment to agreement and plan of merger, dated as of May 28, 2020, and as may be further amended from time to time, by
and among WillScot Corporation, its wholly owned direct subsidiary, Picasso Merger Sub, Inc., a Delaware corporation (“Merger
Sub”) and Mobile Mini (as defined herein), the Merger Sub will merge with and into Mobile Mini (the “Merger”),
with Mobile Mini as the surviving entity in the Merger and, through a series of consecutive contributions of all of its capital
stock, continuing as an indirect subsidiary of the Company (the “Acquisition”).


 


On the Escrow Release
Date (as defined herein), (i) the Escrow Issuer will merge with and into WSII, with WSII as the surviving company of such merger
(the “Escrow Merger”), and thereby succeed to the Escrow Issuer’s obligations under the Notes and this
Indenture by operation of law and (ii) WSII, the Guarantors (as defined below), the Trustee and the Collateral Agent will enter
into a supplemental indenture (the “Supplemental Indenture”) pursuant to which WSII will expressly assume the
rights and obligations of the Escrow Issuer under the Notes and this Indenture, and will be substituted for, and may exercise every
right and power of, the Escrow Issuer under this Indenture, and (iii) the Guarantors (as defined below) will guarantee such obligations
effective as of and from such date.


 


Each party hereto agrees
as follows for the benefit of the other parties hereto and for the equal and ratable benefit of the Holders of (i) the Company’s
(as defined below) $650,000,000 6.125% Senior Secured Notes due 2025 issued on the date hereof (the “Initial Notes”)
and (ii) Additional Notes (as defined herein) issued from time to time (together with the Initial Notes and, in each case, any
Notes issued in replacement or substitution therefor in accordance with the provisions of this Indenture, the “Notes”).


 


Article
I



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section
1.1 Definitions.


 


“2017 Notes” means the
$270,000,000 in aggregate principal amount of 7.875% Senior Secured Notes due 2022 of WSII issued under the 2017 Notes Indenture.


 


“2017 Notes Documents”
means the 2017 Notes Indenture, the 2017 Notes, and the “Security Documents” (as defined in the 2017 Notes Indenture).


 






    	 	 	 



     


    

 


“2017 Notes Indenture”
means the Indenture, dated as of November 29, 2017, among the Company, Deutsche Bank Trust Company Americas, as trustee and collateral
agent, and the guarantors from time to time party thereto.


 


“2017 Notes Issue Date”
means November 29, 2017.


 


“2017 Notes Obligations”
means the Obligations of the Company and the Guarantors under the 2017 Notes Indenture, the 2017 Notes and the other 2017 Notes
Documents, to pay principal of, premium, if any, and interest when due and payable, and all other amounts due or to become due
under or in connection with the 2017 Notes Indenture, the 2017 Notes and the performance of all other obligations under the 2017
Notes Indenture, the 2017 Notes and the other 2017 Notes Documents, according to the respective terms thereof.


 


“2018 Notes” means the
$490,000,000 in aggregate principal amount of 6.875% Senior Secured Notes due 2023 of the Company issued under the 2018 Notes Indenture.


 


“2018 Notes Documents”
means the 2018 Notes Indenture, the 2018 Notes and the “Security Documents” (as defined in the 2018 Notes Indenture).


 


“2018 Notes Indenture”
means the Indenture, dated as of August 6, 2018, among the Company, Deutsche Bank Trust Company Americas, as trustee and collateral
agent, and the guarantors from time to time party thereto, as amended or supplemented from time to time.


 


“2018 Notes Obligations”
means the Obligations of the Company and the Guarantors under the 2018 Notes Indenture, the 2018 Notes and the other 2018 Notes
Documents, to pay principal of, premium, if any, and interest when due and payable, and all other amounts due or to become due
under or in connection with the 2018 Notes Indenture, the 2018 Notes and the performance of all other obligations under the 2018
Notes Indenture, the 2018 Notes and the other 2018 Notes Documents, according to the respective terms thereof.


 


“Acquired
Debt” means Debt of a Person existing at the time such Person becomes a Restricted Subsidiary or assumed by the Company
or a Restricted Subsidiary in connection with the acquisition of assets from such Person; provided that such Debt is
not created or incurred in connection with or in contemplation of such acquisition or such other Person becoming a Restricted Subsidiary;
provided, further, that Debt of such Person which is redeemed, defeased, retired, or otherwise repaid at the time of or immediately
upon consummation of the transactions by which such Person becomes a Restricted Subsidiary or such asset acquisition shall not
be Acquired Debt.


 


“Acquisition”
has the meaning assigned to it in the recitals to this Indenture.


 


“Additional
First Lien Claimholders” means, with respect to any Series of Additional First Lien Debt, the holders of such Debt, the
First Lien Representative with respect thereto, the First Lien Collateral Agent with respect thereto, any trustee or agent therefor
under any related Additional First Lien Loan Documents and the beneficiaries of each indemnification obligation undertaken by the
Company or any Guarantor under any related Additional First Lien Loan Documents and the holders of any other Additional First Lien
Obligations secured by the First Lien Collateral Documents for such Series of Additional First Lien Debt.


 






    	 	-2-	 



     


    

 







“Additional
First Lien Debt” means any Debt and guarantees thereof that is incurred, issued or guaranteed by the Company and/or any
Guarantor other than the Initial First Lien Debt, which Debt and guarantees are secured by the First Lien Collateral (or a portion
thereof) on a basis senior to the Second Lien Obligations; provided, however, that with respect to any such Debt
incurred after the Issue1 Date (i) such
Debt is permitted to be incurred, secured and guaranteed on such basis by each First Lien Loan Document and Second Lien Debt Document,
(ii) unless already a party with respect to that Series of Additional First Lien Debt, each of the First Lien Representative
and the First Lien Collateral Agent for the holders of such Debt shall have become party to (A) the Intercreditor Agreement
pursuant to, and by satisfying the conditions to becoming a party thereto set forth therein and (B) the First Lien Pari Passu
Intercreditor Agreement pursuant to, and by satisfying the conditions to becoming a party thereto set forth therein; provided,
further, that, if such Debt will be the initial Additional First Lien Debt incurred by the Company or any Guarantor after
the Issue Date, then the Guarantors, the Initial First Lien Representative, the Initial First Lien Collateral Agent, the First
Lien Representative for such Debt and the First Lien Collateral Agent for such Debt shall have executed and delivered the First
Lien Pari Passu Intercreditor Agreement and (iii) each of the other requirements of the Intercreditor Agreement shall have
been complied with. The requirements shall be tested only as of (x) the date of execution of such joinder agreement by the
applicable Additional First Lien Collateral Agent and Additional First Lien Representative if the Debt is incurred pursuant to
a commitment entered into at the time of such joinder agreement and (y) with respect to any later commitment or amendment
to those terms to permit such Debt, as of the date of such commitment and/or amendment, in each case, assuming such commitments
are fully drawn as of such date. Additional First Lien Debt shall include any Registered Equivalent Notes and guarantees thereof
by the Guarantors issued in exchange therefor.


 


“Additional
First Lien Loan Documents” means, with respect to any Series of Additional First Lien Debt, the loan agreements, promissory
notes, indentures and other operative agreements evidencing or governing such Debt, any document governing reimbursement obligations
in respect of letters of credit issued pursuant to any Additional First Lien Loan Documents and the First Lien Collateral Documents
securing such Series of Additional First Lien Debt.


 


“Additional
First Lien Obligations” means, with respect to any Series of Additional First Lien Debt, (a) all principal, interest
(including any post-petition interest), premium (if any), penalties, fees, expenses (including fees, expenses and disbursements
of agents, professional advisors and legal counsel), indemnifications, reimbursement obligations (including in respect of letters
of credit), damages and other liabilities, and guarantees of the foregoing amounts, in each case whether or not allowed or allowable
in an Insolvency or Liquidation Proceeding, payable with respect to such Additional First Lien Debt, (b) all other amounts
payable to the related Additional First Lien Claimholders under the related Additional First Lien Loan Documents (other than in
respect of any Debt not constituting Additional First Lien Debt), (c) subject to the terms of the Intercreditor Agreement,
any Hedging Obligations and Bank Product Obligations secured under the First Lien Collateral Documents securing such Series of
Additional First Lien Debt and (d) any renewals or extensions of the foregoing.


 





 






1 NTD: “Issue Date” per the DoN


 






    	 	-3-	 



     


    

 












“Additional
Second Lien Claimholders” means, with respect to any Series of Additional Second Lien Debt, the holders of such Debt,
the Second Lien Representative with respect thereto, the Second Lien Collateral Agent with respect thereto, any trustee or agent
therefor under any related Additional Second Lien Debt Documents and the beneficiaries of each indemnification obligation undertaken
by the Company or any other Guarantor under any related Additional Second Lien Debt Documents and the holders of any other Additional
Second Lien Obligations secured by the Second Lien Collateral Documents for such Series of Additional Second Lien Debt.


 


“Additional
Second Lien Debt” means any Debt and guarantees thereof that is incurred, issued or guaranteed by the Company and/or
any Guarantor other than the Initial Second Lien Debt, which Debt and guarantees are secured by the Second Lien Collateral (or
a portion thereof) on a basis junior to the First Lien Obligations, and will include the Debt incurred, issued and guaranteed by
the Company and/or any Guarantor under the 2018 Notes Documents; provided, however, that with respect to any such Debt incurred
after the Issue Date (i) the Consolidated Secured Net Debt Ratio of the Company and its Restricted Subsidiaries would be less
than or equal to 4.50 to 1.00, determined on a Pro Forma Basis but without netting the cash proceeds of any such Additional Second
Lien Debt to the extent not applied in such Pro Forma Basis determination, (ii) such Debt is permitted to be incurred, secured
and guaranteed on such basis by each First Lien Loan Document and Second Lien Debt Document, (iii) unless already a party
with respect to that Series of Additional Second Lien Debt, each of the Second Lien Representative and the Second Lien Collateral
Agent for the holders of such Debt shall have become party to (A) the Intercreditor Agreement and by satisfying the conditions
to becoming a party thereto set forth therein and (B) the Second Lien Pari Passu Intercreditor Agreement pursuant to and by
satisfying the conditions to becoming a party thereto set forth therein; and (iv) each of the other requirements of the Intercreditor
Agreements shall have been complied with. The requirements of the Intercreditor Agreements shall be tested only as of (x) the
date of execution of such joinder agreement by the applicable Additional Second Lien Collateral Agent and Additional Second Lien
Representative if the Debt in incurred pursuant to a commitment entered into at the time of such joinder agreement, and (y) with
respect to any later commitment or amendment to those terms to permit such Debt, as of the date of such commitment and/or amendment,
in each case, assuming such commitments are fully drawn as of such date. Additional Second Lien Debt shall include any Registered
Equivalent Notes and guarantees thereof by the Guarantors issued in exchange therefor.


 


“Additional
Second Lien Debt Documents” means, with respect to any Series of Additional Second Lien Debt, the loan agreements, promissory
notes, indentures and other operative agreements evidencing or governing such Debt, any document governing reimbursement obligations
in respect of letters of credit issued pursuant to any Additional Second Lien Debt Documents and the Second Lien Collateral Documents
securing such Series of Additional Second Lien Debt, and includes the 2018 Notes Documents.


 


“Additional
Second Lien Obligations” means, with respect to any Series of Additional Second Lien Debt, (a) principal,
interest (including without limitation any post-petition interest), premium (if any), penalties, fees, expenses (including,
without limitation, fees, expenses and disbursements of agents, professional advisors and legal counsel), indemnifications,
reimbursement obligations (including in respect of letters of credit), damages and other liabilities, and guarantees of the
foregoing amounts, in each case whether or not allowed or allowable in an Insolvency or Liquidation Proceeding, payable with
respect to such Additional Second Lien Debt, (b) all other amounts payable to the related Additional Second Lien
Claimholders under the related Additional Second Lien Debt Documents (other than in respect of any Debt not constituting
Additional Second Lien Debt), (c) subject to the terms of the Intercreditor Agreement, any Hedging Obligations and Bank
Product Obligations secured under the Second Lien Collateral Documents securing such Series of Additional Second Lien Debt
and (d) any renewals or extensions of the foregoing.


 






    	 	-4-	 



     


    

 


“Additional
Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections
2.2 and 4.9 hereof, of the same series as the Initial Notes.


 


“Affiliate”
of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control
with such Person. For the purposes of this definition, “control” when used with respect to any 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 that correspond to the foregoing.


 


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


 


“Applicable
Premium” means, with respect to any Note on any applicable redemption date, as calculated by the Company, the greater
of:


 


		(1)	1.00% of the then outstanding principal amount of the Note; and



 


		(2)	the excess of:



 


		(a)	the present value at such redemption date of (i) the redemption price of the Note at June 15, 2022
(such redemption price being set forth in the table appearing in Section 3.7(b)), plus (ii) all required interest payments due
on the Note through June 15, 2022 (excluding accrued but unpaid interest to such redemption date), in each case, computed using
a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over



 


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



 


“Asset Acquisition”
means:


 


		(a)	an Investment by the Company or any of its Restricted Subsidiaries in any other Person pursuant
to which such Person shall become a Restricted Subsidiary (including the redesignation of an Unrestricted Subsidiary), or shall
be merged with or into the Company or any of its Restricted Subsidiaries; or



 


		(b)	the acquisition by the Company or any of its Restricted Subsidiaries of the assets of any Person
(other than the Company or any of its Restricted Subsidiaries) which constitute all or substantially all of the assets of such
Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary
course of business.



 






    	 	-5-	 



     


    







 


“Asset Sale”
means:


 


		(a)	the sale, lease, transfer, conveyance or other disposition (each referred to for the purposes of
this definition as a “disposition”) of any assets of the Company or any of its Restricted Subsidiaries outside the
ordinary course in any single transaction or series of related transactions; provided that the disposition of all or
substantially all of the consolidated assets of the Company and its Restricted Subsidiaries taken as a whole, will be governed
by Section 4.14 and/or Section 5.1 and not by Section 4.10; and



 


		(b)	the issue or sale by the Company or any of its Restricted Subsidiaries of Equity Interests in any
of the Company’s Restricted Subsidiaries (other than Equity Interests in the Company or directors’ qualifying shares
or shares or interests required to be held by foreign nationals pursuant to local law).



 


provided,
however, that the term “Asset Sale” shall exclude:


 


		(a)	any disposition of Equity Interests, property or assets, the gross proceeds of which (exclusive
of indemnities) do not exceed in any one or related series of transactions $50.0 million;



 


		(b)	dispositions of (i) cash, (ii) Cash Equivalents or (iii) other Investments in existence on the
Issue Date that are properly characterized under GAAP as cash and cash equivalents, short term investments, restricted cash or
long term investments;



 


		(c)	the disposition, abandonment or lease of equipment, products, services, and inventory in the ordinary
course of business and any disposition or abandonment of damaged, worn-out, used, surplus, obsolete or permanently retired assets
or assets that, in the good faith judgment of the Company, are no longer used or useful in its business;



 


		(d)	the sale and leaseback of any assets within 90 days of the acquisition thereof;



 


		(e)	a Restricted Payment that is permitted by Section 4.7 or a Permitted Investment;



 


		(f)	any trade-in of equipment in exchange for other equipment in the ordinary course of business;



 


		(g)	the Incurrence of a Lien otherwise than in contravention of Section 4.12 (and the exercise of any
power of sale or other remedy thereunder);



 


		(h)	leases, assignments, licenses or subleases in the ordinary course of business which do not materially
interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and are otherwise not
prohibited under this Indenture;



 


		(i)	dispositions (i) by a Restricted Subsidiary to the Company or (ii) by the Company or a Restricted
Subsidiary to a Restricted Subsidiary;



 






    	 	-6-	 



     


    

 





		(j)	issuances of Equity Interests by a Restricted Subsidiary to the Company or to a Restricted Subsidiary;



 


		(k)	dispositions of accounts receivable including in connection with the collection or compromise thereof;



 


		(l)	any surrender or waiver of contract rights or the settlement, release, or surrender of contract,
tort, intangible claims or other claims;



 


		(m)	licensing of intellectual property;



 


		(n)	dispositions of accounts receivable, or a fractional undivided interest therein, by a Receivables
Subsidiary in a Qualified Receivables Transaction;



 


		(o)	dispositions of accounts receivable, chattel paper and assets related thereto, including collateral
securing such accounts receivable, contracts and contract rights, purchase orders, security interests, financing statements and
other documentation, and all guarantees, warranties or other documentation or other obligations in respect of such accounts receivable,
and other assets which are customarily transferred in connection with asset securitization transactions involving receivables similar
to such accounts receivable (and any collections or proceeds thereof), in each case, to a Receivables Subsidiary pursuant to a
Qualified Receivables Transaction;



 


		(p)	the unwinding of any Hedging Obligations;



 


		(q)	any sale of Equity Interests in, or Debt or other securities of, an Unrestricted Subsidiary;



 


		(r)	the issuance by the Company or any of its Restricted Subsidiaries of Disqualified Stock that is
permitted by Section 4.9;



 


		(s)	dispositions to the extent required by, or made pursuant to, customary buy/sell arrangements between
the joint venture parties set forth in joint venture agreements and similar binding agreements;



 


		(t)	dispositions to the extent made pursuant to casualty or condemnation events or business interruption;
or



 


		(u)	dispositions made to comply with any order of any agency of the U.S. federal government or any
state authority or other regulatory body or any applicable law.



 


For purposes of this
definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale, shall
be deemed to be a single Asset Sale effected when the last such transaction which is part thereof is effected.


 


“Asset Sale
Offer” means an Offer to Purchase required to be made by the Company pursuant to Section 4.10 to all Holders.


 






    	 	-7-	 



     


    







 


“Attributable
Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value (discounted
at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligations of the lessee for
net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period
for which such lease has been or may, at the option of the lessor, be extended); provided, however, that if
such Sale and Leaseback Transaction results in a Capital Lease Obligation, the amount of Debt represented thereby will be determined
in accordance with the definition of “Capital Lease Obligation.”


 


“Available
Excluded Contribution Amount” means the aggregate amount of cash, Cash Equivalents or the Fair Market Value of other
assets or property (as reasonably determined by the Company) received by Holdings (and promptly contributed by Holdings to the
Company) after the Escrow Release Date from (without duplication): (i) contributions in respect of Equity Interests of Holdings
other than Disqualified Stock (other than any amounts received from the Company or any of its Restricted Subsidiaries), and (ii)
the sale of Equity Interests of Holdings (other than (x) to the Company or any of its Restricted Subsidiaries, (y) pursuant to
any management equity plan, stock option plan or any other management or employee benefit plan or (z) Disqualified Stock); provided
that, such amounts are designated as “Available Excluded Contribution Amounts” pursuant to an Officer’s Certificate
on or promptly after the date the relevant capital contribution is made or the relevant proceeds are received, as the case may
be; provided, further that:


 


		(1)	any such amounts received shall not increase the amount available for making Restricted Payments
to the extent the Company or its Restricted Subsidiaries Incurred Debt in reliance thereon, and such Debt (or Refinancing Debt
in respect thereof) remains outstanding; and



 


		(2)	any such amounts received shall be excluded for purposes of Debt permitted to be Incurred under
Section 4.9 to the extent the Company or any of its Restricted Subsidiaries make a Restricted Payment in reliance thereon.



 


“Bank Product
Obligations” means, all obligations and liabilities (whether direct or indirect, absolute or contingent, due or to become
due or now existing or hereafter incurred) of the Company, any Guarantor or any of their respective Subsidiaries, whether on account
of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise, which may arise under, out
of, or in connection with any treasury, investment, depository, clearing house, wire transfer, cash management or automated clearing
house transfers of funds services or any related services, to any Person permitted to be a secured party in respect of such obligations
under the applicable First Lien Loan Documents or Second Lien Debt Documents.


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or
any successor statute.


 


“Bankruptcy
Law” means Title 11 of the Bankruptcy Code, as amended, or any
other United States federal or state bankruptcy, insolvency or similar law, fraudulent transfer or conveyance statute and any related
case law.


 






    	 	-8-	 



     


    

 


“Board
of Directors” means (i) with respect to the Company or any of its Restricted Subsidiaries, its board of directors
or any duly authorized committee thereof; (ii) with respect to a corporation, the board of directors of such corporation
or any duly authorized committee thereof; and (iii) with respect to any other entity, the board of directors or similar
body of the general partner or managers of such entity or any duly authorized committee thereof.


 







“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or any Restricted Subsidiary to
have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification.


 


“Borrowing
Base” means, at any time, an amount equal to the sum (expressed in U.S. Dollars) of, without duplication, (1) 85% of
the book value of the accounts receivable of the Company and its Restricted Subsidiaries, plus (2) 95% of the book value of rental
equipment of the Company and its Restricted Subsidiaries, plus (3) 90% of the book value of the inventory of the Company and its
Restricted Subsidiaries, plus (4) 85% of the book value of machinery and equipment of the Company and its Restricted Subsidiaries
not held for sale or rental, plus (5) 60% of the fair market value of domestic real property of the Company and its Restricted
Subsidiaries, plus (6) 100% of the unrestricted cash and cash equivalents of the Company and its Restricted Subsidiaries that are
subject to the valid, enforceable and first priority perfected security interest and pledge of the Initial First Lien Collateral
Agent in an investment account, deposit account or other account subject to a control agreement in favor of the Initial First Lien
Collateral Agent, in each case calculated on a Pro Forma Basis and in accordance with GAAP.


 


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


 


“Capital Lease
Obligation” means, as to any Person, the obligation of such Person under a lease that is required to be classified and
accounted for as a capital lease or finance lease obligation under GAAP as in effect on the Issue Date; and the amount of
such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which
such lease may be terminated or prepaid by the lessee without payment of a penalty. For purposes of Section 4.12, a Capital Lease
Obligation shall be deemed secured by a Lien on the property being leased.


 


“Capital Stock”
means:


 


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



 


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



 


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



 


		(4)	any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of the issuing Person.



 






    	 	-9-	 



     


    

 


“Cash Equivalents”
means:


 





		(a)	U.S. Dollars, Canadian Dollars, Euros or such other foreign currencies held by the Company or its
Restricted Subsidiaries from time to time in the ordinary course of business;



 


		(b)	securities with maturities of two years or less from the date of acquisition issued or unconditionally
guaranteed by (i) the United States government, or by any state of the United States of America, or, in each case, by any political
subdivision or taxing authority thereof or (ii) the Canadian government or any province, territory, political subdivision, agency
or instrumentality thereof;



 


		(c)	domestic and LIBOR certificates of deposit, demand deposits and Eurodollar time deposits with maturities
of two years or less from the date of acquisition, bankers’ acceptances with maturities not exceeding two years and overnight
bank deposits, in each case, issued by lender under the New ABL Facility or any other bank having combined capital and surplus
in excess of $500.0 million (in the case of domestic banks);



 


		(d)	repurchase obligations for underlying securities of the types described in clauses (b) and (c)
above entered into with any financial institution meeting the qualifications specified in clause (c) above or securities dealers
of recognized national standing;



 


		(e)	commercial paper, marketable short-term money market and similar securities at the time of acquisition,
having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating
Services (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another
nationally recognized rating service);



 


		(f)	marketable short-term money market and similar funds having (i) assets in excess of $250.0 million
or (ii) a rating of at least A-1 or P-1 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s
shall be rating such obligations, an equivalent rating from another nationally recognized rating service);



 


		(g)	Debt or preferred stock issued by Persons with a rating of A- or higher from S&P or A3 or higher
from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another rating agency)
with maturities of twelve (12) months or less from the date of acquisition;



 


		(h)	bills of exchange issued in the United States or Canada eligible for rediscount at the relevant
central bank and accepted by a bank (or any dematerialized equivalent);



 


		(i)	Investments with average maturities of twelve (12) months or less from the date of acquisition
in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better
by Moody’s;



 


		(j)	investment funds investing at least 95% of their assets in securities which are one or more of
the types of securities described in clauses (b) through (i) above; and



 






    	 	-10-	 



     


    

 





		(k)	in the case of Investments by any Foreign Subsidiary or Investments made in a country outside Canada
and the United States, Cash Equivalents shall also include (i) direct obligations of the sovereign nation (or any agency thereof)
in which such Foreign Subsidiary is organized and is conducting business or where such Investment is made, or in obligations fully
and unconditionally guaranteed by such sovereign nation (or any agency thereof), in each case maturing within a two years after
such date and having, at the time of the acquisition thereof, a rating equivalent to one of the two highest ratings from either
S&P or Moody’s, (ii) investments of the type and maturity described in clauses (b) through (j) above of foreign obligors,
which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from
comparable foreign rating agencies, (iii) shares of money market mutual or similar funds which invest exclusively in assets otherwise
satisfying the requirements of this definition (including this clause (iii)) and (iv) other short-term investments utilized by
such Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing
investments in clauses (b) through (j).



 


“Cash Management
Agreements” means any agreement providing for treasury, depository, purchasing card or cash management services, including
in connection with any automated clearing house transfer of funds or any similar transaction.


 


“Certificated
Notes” means Notes that are in the form of Exhibit A attached hereto, including the applicable legend or legends
set forth in Exhibit A.


 


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


 


		(a)	any “person” or “group” (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act), becoming the ultimate “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 under
the Exchange Act, except that for purposes of this clause (a), such person or group shall be deemed to have “beneficial ownership”
of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 50% of the Voting Stock in Parent unless the Permitted Holders otherwise
have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate, nominate or appoint a majority
of the directors of Parent;



 


		(b)	Parent, WSII or any Restricted Subsidiary sells, conveys, transfers or leases (either in one transaction
or a series of related transactions) all or substantially all of Parent’s, WSII’s and the Restricted Subsidiaries’
assets (determined on a consolidated basis) to any Person other than Parent, WSII, a Restricted Subsidiary of WSII or any Permitted
Holder; or



 


		(c)	Following the Escrow Release Date, Parent ceases to own, directly or indirectly, 100% of the outstanding
Capital Stock of WSII.



 






    	 	-11-	 



     


    







 


Notwithstanding the
foregoing, a transaction will not be deemed to involve a Change of Control if (1) Parent becomes a direct or indirect wholly-owned
Subsidiary of a company and (2) (a) the direct or indirect holders of the Voting Stock of the ultimate parent holding company immediately
following that transaction are substantially the same as the holders of Parent’s Voting Stock immediately prior to that transaction
or (b) no “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of
the total voting power of the Voting Stock of such ultimate parent holding company (provided that if any “group”
(other than a Permitted Holder) includes one or more Permitted Holders, the issued and outstanding Voting Stock of Parent owned,
directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by
such group or any other member of such group for purposes of determining whether a Change of Control has occurred).


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


 


“Common Stock”
means with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however designated
and whether voting or nonvoting) of such Person’s common stock, whether or not outstanding on the Issue Date, and includes
all series and classes of such common stock.


 


“Company”
means, unless context requires otherwise, the Escrow Issuer and its successors prior to the Escrow Release Date and the Acquisition,
and WSII and its successors from and after the Escrow Release Date and the Acquisition (it being understood that, for the avoidance
of doubt, references herein to Permitted Debt, Permitted Liens, Permitted Investments, permitted agreements and/or other permitted
transactions with respect to the Company and its Restricted Subsidiaries outstanding or in effect or in existence on or as of the
Issue Date are intended and shall be construed as references to WSII and its Restricted Subsidiaries, as if the Escrow Merger had
been consummated.


 


“Consolidated
EBITDA” means, with respect to the Company and its Restricted Subsidiaries for any period:


 


	 	(i)	the sum, without duplication, of the amounts for such period, taken as a single accounting period, of:



 


		(a)	Consolidated Net Income;



 


		(b)	Consolidated Income Tax Expense;



 


		(c)	Consolidated Interest Expense for such period (but including items excluded from the definition
of “Consolidated Interest Expense” pursuant to clauses (1)(i) through (1)(ix) thereof), to the extent the same were
deducted (and not added back) in calculating such Consolidated Net Income;



 






    	 	-12-	 



     


    

 





		(d)	depreciation and amortization of the Company and the Restricted Subsidiaries for such period to
the extent the same were deducted (and not added back) in computing Consolidated Net Income;



 


		(e)	any expenses or charges (other than depreciation or amortization expenses) related to any equity
offering (including by any direct or indirect parent of the Company), acquisition, disposition, recapitalization or the Incurrence
of Debt permitted to be Incurred by this Indenture (including a refinancing of any Credit Facilities) (whether or not successful),
and any amendment or modification to the terms of any such transaction including such fees, expenses or charges (i) related to
the Transactions or (ii) any amendment or other modification of the Credit Facilities or this Indenture, and, in each case, deducted
(and not added back) in computing Consolidated Net Income;



 


		(f)	the amount of any restructuring charges or reserves, business optimization expenses or non-recurring
integration costs deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs
Incurred in connection with acquisitions after the Issue Date and costs and charges related to the closure and/or consolidation
of facilities, severance, relocation costs, integration and facilities opening costs, transition costs and other restructuring
costs;



 


		(g)	any other non-cash charges, including any write offs or write downs (other than write offs or write
downs on accounts or chattel paper of the Company), reducing Consolidated Net Income for such period (and not added back) (provided
that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment
in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent, and
excluding amortization of a prepaid cash item that was paid in a prior period);



 


		(h)	the amount of any non-controlling interest expense consisting of Subsidiary income attributable
to minority Equity Interests of third parties in any non-wholly-owned Subsidiary of the Company deducted (and not added back) in
such period in the calculation of Consolidated Net Income;



 


		(i)	the amount of loss or discount on sale of receivables and related assets to a Receivables Subsidiary
in connection with a Qualified Receivables Transaction deducted (and not added back) in such period in the calculation of Consolidated
Net Income;



 


		(j)	any costs or expenses Incurred by the Company or a Restricted Subsidiary pursuant to any
                                                                 management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock
                                                                 subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to
                                                                 the capital of the applicable Person or Net Cash Proceeds of an issuance of Capital Stock or other Equity Interests of the
                                                                 applicable Person, in each case to the extent deducted (and
not added back) in such period in the calculation of Consolidated Net Income;



 






    	 	-13-	 



     


    







 


		(k)	the amount of expenses relating to payments made to option holders of Holdings or any other parent
(direct or indirect) of the Company in connection with, or as a result of, any distribution being made to shareholders of such
Person or its parent, which payments are being made to compensate such option holders as though they were shareholders at the time
of, and entitled to share in, such distribution, in each case to the extent permitted under this Indenture and to the extent deducted
(and not added back) in such period in the calculation of Consolidated Net Income;



 


		(l)	costs associated with, or in anticipation of, or preparation for, compliance with the requirements
of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith or other enhanced accounting
functions and Public Company Costs, in each case to the extent deducted (and not added back) in such period in the calculation
of Consolidated Net Income;



 


		(m)	costs of surety bonds Incurred in such period in connection with financing activities to the extent
deducted (and not added back) in such period in the calculation of Consolidated Net Income; and



 


		(n)	payments paid or accrued during such period in respect of purchase price holdbacks or earn-outs
of the Company and its Restricted Subsidiaries (other than Debt), in each case to the extent deducted (and not added back) in such
period in the calculation of Consolidated Net Income;



 





	 	(ii)	less (without duplication) non-cash gains increasing Consolidated Net Income of the Company and the Restricted
Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for
a potential cash item that reduced Consolidated EBITDA in any prior period; provided that, to the extent non-cash gains
are deducted pursuant to this clause (ii) for any previous period and not otherwise added back to Consolidated EBITDA, Consolidated
EBITDA shall be increased by the amount of any cash receipts (or any netting arrangements resulting in reduced cash expenses) in
respect of such non-cash gains received in subsequent periods to the extent not already included therein.


 


“Consolidated
Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person for such
Person’s most recent Four-Quarter Period, for which internal financial statements are available immediately preceding the
date of the transaction (the “Transaction Date”) giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio to the Consolidated Fixed Charges of such Person for the Four-Quarter Period. For purposes of this definition,
Consolidated EBITDA and Consolidated Fixed Charges shall be calculated on a Pro Forma Basis.


 






    	 	-14-	 



     


    

 






 


In calculating Consolidated
Interest Expense for purposes of determining the denominator (but not the numerator) of this Consolidated Fixed Charge Coverage
Ratio:


 


		(a)	interest on outstanding Debt determined on a fluctuating basis as of the Transaction Date and which
will continue to be so determined thereafter (other than working capital borrowings under any revolving credit facility incurred
in the ordinary course of business) shall be deemed to have accrued at the average rate per annum on such Debt during the Four-Quarter
Period (or if less, such period of time that it was outstanding);



 


		(b)	if interest on any Debt (other than working capital borrowings under any revolving credit facility
incurred in the ordinary course of business) actually Incurred on the Transaction Date may optionally be determined at an interest
rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate
in effect on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period; and



 


		(c)	notwithstanding clause (a) or (b) above, interest on Debt determined on a fluctuating basis, to
the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum
resulting after giving effect to the operation of these agreements.



 


“Consolidated
Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, the amounts for such
period of:


 


		(i)	Consolidated Interest Expense; and



 


		(ii)	all dividends and other distributions paid or accrued
during such period in respect of Disqualified Stock of such Person and its Restricted Subsidiaries (other than dividends paid
in Equity Interests not constituting Disqualified Stock), in each case, determined on a consolidated basis in accordance with
GAAP.



 


“Consolidated
Income Tax Expense” means, with respect to the Company and its Restricted Subsidiaries for any period, provision for
taxes based on income or profits or capital, including, without limitation, foreign, U.S. federal, state, franchise, excise and
similar taxes and foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations)
of the Company and the Restricted Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated
Net Income and any payments to any direct or indirect parent of the Company in respect of any such taxes.


 






    -15-


     


    

 


“Consolidated
Interest Expense” means, with respect to the Company and its Restricted Subsidiaries for any period the sum, without
duplication, of:


 


		(i)	consolidated
                                         interest expense of the Company and the Restricted Subsidiaries for such period, to the
                                         extent such expense was deducted (and not added back) in computing Consolidated Net Income
                                         (including (a) amortization of original issue discount resulting from the issuance of
                                         Debt at less than par, other than with respect to Debt issued in connection with the
                                         Transactions, (b) all commissions, discounts and other fees and charges owed with respect
                                         to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding
                                         any non-cash interest expense attributable to the movement in the mark to market valuation
                                         of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest
                                         component of Capital Lease Obligations, and (e) net payments, if any, pursuant to interest
                                         rate Hedging Obligations with respect to Debt, and excluding (i) penalties and interest
                                         relating to taxes, (ii) any “additional interest” relating to customary registration
                                         rights with respect to any securities, (iii) non-cash interest expense attributable to
                                         movement in mark-to-market valuation of Hedging Obligations or other derivatives (in
                                         each case permitted hereunder under GAAP), (iv) interest expense attributable to a direct
                                         or indirect parent thereof resulting from push-down accounting, (v) accretion or accrual
                                         of discounted liabilities not constituting Debt, (vi) any expense resulting from the
                                         discounting of Debt in connection with the application of recapitalization or purchase
                                         accounting, (vii) amortization of deferred financing fees, debt issuance costs, commissions,
                                         fees and expenses and, with respect to Debt issued in connection with the Transactions,
                                         original issue discount, (viii) any expensing of bridge, commitment and other financing
                                         fees and (ix) commissions, discounts, yield and other fees and charges (including any
                                         interest expense) related to any Qualified Receivables Transaction); plus



  


		(ii)	consolidated capitalized interest of the Company and
the Restricted Subsidiaries for such period, whether paid or accrued;



 


		(iii)	less interest income of the Company and the Restricted Subsidiaries for such period.



 


For purposes of this
definition, interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such
Person to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.


 


“Consolidated
Net Income” means, with respect to the Company and its Restricted Subsidiaries for any period, the aggregate of the consolidated
net income (or loss) attributable to the Company and its Restricted Subsidiaries for such period, as determined in accordance with
GAAP and before any deduction in respect of any Dividends on preferred stock, adjusted by:


 


		(A)	excluding, to the extent included in calculating such net income, without duplication



 


		(i)	any after-tax effect of (a) extraordinary gains, losses
or charges (including all fees and expenses relating thereto) or expenses and (b) non-recurring or unusual gains, losses or charges
(including all fees and expenses relating thereto) or expenses (including the Transaction Expenses);



 


		(ii)	the cumulative effect of a change in accounting principles
during such period and changes as a result of the adoption or modification of accounting policies;



 


		(iii)	any after-tax effect of income (loss) from disposed,
abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned,
transferred, closed or discontinued operations or fixed assets;



 


		(iv)	any after-tax effect of gains or losses (less all fees
and expenses relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person
other than in the ordinary course of business, as determined in good faith by the Company;



 









    -16-


     


    

 


		(v)	the net income for such period of any Non-Recourse Subsidiary,
any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting;
provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or
other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents) by such Non-Recourse
Subsidiary or Person that is not a Subsidiary or Unrestricted Subsidiary, as the case may be, to the Company or any Restricted
Subsidiary thereof in respect of such period;



 


		(vi)	effects of adjustments (including the effects of such
adjustments pushed down to the Company and its Restricted Subsidiaries) in the inventory, property and equipment, software and
other intangible assets and in process research and development, deferred revenue and debt line items in the Company’s consolidated
financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transactions or
any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes;



 


		(vii)	any after-tax effect of income (loss) from the early
extinguishment of Debt or Hedging Obligations or other derivative instruments (including deferred financing costs written off
and premiums paid);



 


		(viii)	any impairment charge, asset write-off or write-down,
including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, Investments in
debt and equity securities or as a result of a change in law or regulation, the amortization of intangibles, and the effects of
adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for
returns, rebates and other chargebacks (including government program rebates), in each case, pursuant to GAAP;



 


		(ix)	any (a) non-cash compensation charge or expense related
to the grants of stock appreciation or similar rights, phantom equity, stock options, restricted stock or other rights and (b)
income (loss) attributable to deferred compensation plans or trusts;



 


		(x)	accruals and reserves that are established within twelve
(12) months after the Escrow Release Date that are so required to be established as a result of the Transactions (or within twelve
(12) months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance
with GAAP or charges, accruals, expenses and reserves as a result of adoption or modification of accounting policies in accordance
with GAAP;



 


		(xi)	any net gain or loss resulting in such period from currency
transaction or translation gains or losses related to currency remeasurements and (b) any income (or loss) related to currency
gains or losses related to Debt, intercompany balance sheet items and Hedging Obligations; and



  


		(xii)	any deferred tax expense associated with tax deductions
or net operating losses arising as a result of the Transactions, or the release of any valuation allowance related to such item.



 






    -17-


     


    

 


		(B)	including, to the extent not already accounted for, and notwithstanding anything to the contrary
in the foregoing, (i) the amount of proceeds received during such period from business interruption insurance in respect of insured
claims for such period, (ii) the amount of proceeds as to which the Company has determined there is reasonable evidence it will
be reimbursed by the insurer in respect of such period from business interruption insurance (with a deduction for any amounts included
to the extent not so reimbursed within 365 days) and (iii) reimbursements received of any expenses and charges that are covered
by indemnification or other reimbursement provisions in connection with any Investment or any sale, conveyance, transfer or other
disposition of assets, in each case to the extent permitted under this Indenture.



 


“Consolidated
Secured Net Debt Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt of the Company
and its Restricted Subsidiaries that is secured by a Lien on the assets of the Company or any of its Restricted Subsidiaries on
the date of determination less the aggregate amount of cash and Cash Equivalents of the Company and its Restricted Subsidiaries
on a consolidated basis as of such date, to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries for the most
recent Four-Quarter Period, calculated on a Pro Forma Basis.


 


“Consolidated
Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries on a consolidated basis
determined in accordance with GAAP, as shown on the most recent consolidated balance sheet of the Company; provided that,
for purposes of calculating “Consolidated Total Assets” for purposes of testing the covenants under this Indenture
in connection with any transaction, the total consolidated assets of the Company and its Restricted Subsidiaries shall be calculated
on a Pro Forma Basis for the most recent Four-Quarter Period.


 


“Consolidated
Total Debt” means, as of any date of determination, the aggregate principal amount of indebtedness of the Company and
its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding
the effects of any discounting of indebtedness resulting from the application of purchase accounting in connection with any Asset
Sale or Asset Acquisition), consisting of indebtedness for borrowed money, Capital Lease Obligations and debt obligations evidenced
by promissory notes or similar instruments.


 


“Consolidated
Total Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt of the Company
and its Restricted Subsidiaries on the date of determination less the aggregate amount of cash and Cash Equivalents of the
Company and its Restricted Subsidiaries on a consolidated basis as of such date, to (b) Consolidated EBITDA of the Company and
its Restricted Subsidiaries for the most recent Four-Quarter Period prior to such date for which the Company has internal financial
statements available, in each case, calculated on a Pro Forma Basis.


 






    -18-


     


    

 


“Corporate
Trust Office” means an office of the Trustee at which at any time its corporate trust business shall be administered,
which office at the Issue Date is located at 60 Wall Street, 24th Floor, Mail Stop: NYC60-2405, New York, New York 10005, or such
other address as the Trustee may designate from time to time by written 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).


 


“Credit Facilities”
means (i) the ABL Credit Agreement, to be dated as of the Escrow Release Date (as amended, restated, supplemented or otherwise
modified from time to time, the “New ABL Facility”), by and among the Company, Williams Scotsman Holdings Corp.,
each of the other persons identified on the signature pages thereto as a “Borrower” and a “Guarantor”,
Bank of America, N.A., as administrative agent and collateral agent, and the other lenders named therein, including any related
notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended,
restated, supplemented, modified, renewed, refunded, replaced or refinanced from time to time, including any agreement extending
the maturity thereof, refinancing, replacing, supplementing or otherwise restructuring all or any portion of the Debt thereunder
or increasing or supplementing the amount loaned or issued thereunder or altering the maturity thereof whether pursuant to a credit
agreement, indenture or other debt facility (any of the foregoing, an “Amendment”) and (ii) whether or not the
financing agreement referred to in clause (i) remains outstanding, if designated by the Company to be included in the definition
of “Credit Facilities,” one or more (A) debt facilities or commercial paper facilities, providing for revolving credit
loans, term loans, receivables financing (including through the sale of receivables to lenders or to a Receivables Subsidiary or
other special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities,
indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’
acceptances), or (C) instruments or agreements evidencing any other Debt, in each case, with the same or different borrowers or
issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced
or refunded in whole or in part from time to time; provided, the Company and the Restricted Subsidiaries, taken as a whole,
do not incur Debt pursuant to any Amendment defined in clause (i) or any Debt incurred under clause (ii) in an aggregate principal
amount at any time outstanding in excess of the maximum aggregate principal amount of Debt permitted to be incurred pursuant to
clause (i) of the definition of “Permitted Debt.”


 


“Custodian”
means any receiver, interim receiver, receiver and manager, trustee, assignee, liquidator, sequestrator or similar official under
Bankruptcy Law or any other person with like powers.


 






    -19-


     


    

 


“Debt”
means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of
such Person, or non-recourse, the following: (i) all indebtedness of such Person for money borrowed; (ii) all
obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of
such Person with respect to letters of credit (except letters of credit that are (x) secured by cash or Cash Equivalents, (y)
issued under any Credit Facility or (z) securing obligations, other than obligations referred to in clauses (i), (ii) and
(v), entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon
or, if and to the extent drawn upon, such drawing is reimbursed no later than the 10th Business Day following payment on the
letter of credit), bankers’ acceptances or similar facilities issued for the account of such Person; (iv)
indebtedness for the deferred purchase price of property and all obligations created or arising under any conditional sale or
other title retention agreement with respect to property or assets acquired by such Person(even if the rights and remedies of
the seller or lender under such agreement in the event of default are limited to repossession or sale of such property or
assets), in each case, excluding any trade payables or other current liabilities incurred in the ordinary course of
business; (v) all Capital Lease Obligations (including Attributable Debt with regards to Sale and Leaseback
Transactions) of such Person (but excluding obligations under operating leases); (vi) the maximum fixed redemption or
repurchase price of Disqualified Stock in such Person at the time of determination; (vii) any Hedging Obligations of
such Person at the time of determination (but taking into account only the mark-to-market value or, if any actual amount is
due as a result of the termination or close-out of such transaction, that amount); and (viii) all obligations of the
types referred to in clauses (i) through (vii) of this definition of another Person, the payment of which (A) such Person has
Guaranteed or (B) is secured by (or the holder of such Debt has an existing right, whether contingent or otherwise, to be
secured by) any Lien upon the property or other assets of such Person, even though such Person has not assumed or become
liable for the payment of such Debt, in each case if and to the extent that any of the foregoing (other than clauses (iii)
and (viii) of this definition) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such
Person prepared in accordance with GAAP. For purposes of the foregoing: (a) the maximum fixed repurchase price of any
Disqualified Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were repurchased on any date on which Debt shall be required to be
determined pursuant to this Indenture; provided, however, that, if such Disqualified Stock is not then
permitted to be repurchased, the repurchase price shall be the book value of such Disqualified Stock; (b) the amount
outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the
remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with
GAAP; (c) the amount of any Debt described in clause (ix)(A) above shall be the maximum liability under any such
Guarantee; (d) the amount of any Debt described in clause (ix)(B) above shall be the lesser of (I) the maximum amount of
the obligations so secured and (II) the Fair Market Value of such property or other assets; and (e) interest, fees,
premium, and expenses and additional payments, if any, will not constitute Debt.


 


Notwithstanding the
foregoing, in connection with the purchase or sale by the Company or any of its Restricted Subsidiaries of any assets or business,
the term “Debt” will exclude (x) customary indemnification obligations, (y) post-closing payment adjustments to which
the other party may become entitled to the extent such payment is determined by a final closing balance sheet or such payment is
otherwise contingent and (z) trade payments and accrued expenses, in each case arising in the ordinary course of business, and
deferred or prepaid revenue; provided that the amount of such payment would not be required to be reflected on the
face of a balance sheet prepared in accordance with GAAP.


 


The amount of Debt
of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and
the maximum liability, upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at
such date.


 


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


 






    -20-


     


    

 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 as
the Depositary with respect to the Notes, until a successor shall have been appointed pursuant to Section 2.6(b), and, thereafter,
“Depositary” shall mean or include such successor.


 


“Designated
Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Company or any of its Restricted
Subsidiaries in connection with an Asset Sale that is designated as “Designated Non-cash Consideration” pursuant to
an Officer’s Certificate setting forth the basis of determining the Fair Market Value thereof.


 


“Discharge
of First Lien Obligations” means (a) the payment in full in cash (or cash collateralized or defeased in accordance with
the terms of the Credit Facilities or otherwise discharged in connection with any plan of reorganization, plan of arrangement or
similar restructuring plan in an insolvency proceeding approved by the requisite percentage of lenders under the Credit Facilities)
of all outstanding First Lien Obligations, excluding (i) Bank Product Obligations, (ii) Unasserted Contingent Obligations, and
(iii) contingent indemnity claims which have been asserted in good faith and in writing to one or more of the borrowers under such
Credit Facilities, (b) the termination of all commitments to extend credit under the Credit Facilities that are First Lien Obligations,
and (c) there are no outstanding letters of credit or similar instruments issued under such Credit Facilities (other than such
as have been cash collateralized (or for which a standby letter of credit acceptable to the relevant agent or fronting bank has
been delivered) or defeased in accordance with the terms of the Credit Facilities that are First Lien Obligations or otherwise
discharged in connection with any plan of reorganization, plan of arrangement or similar restructuring plan in an insolvency proceeding
approved by the requisite percentage of lenders under such Credit Facilities). For purposes of this definition, “Unasserted
Contingent Obligations” shall mean at any time, any of the respective claims for taxes, costs, indemnification, reimbursements,
damages and similar liabilities in respect of which no written claim has been made at such time by the lenders under such Credit
Facilities and the Holders, respectively (and, in the case of claims for indemnification, no written claim for indemnification
has been issued by the indemnitee at such time).


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:


 


		(1)	matures or is mandatorily redeemable under a sinking fund obligation or otherwise;



 


		(2)	is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock
(excluding Capital Stock convertible or exchangeable solely at the option of the Company or any of its Subsidiaries); or



  






    -21-


     


    

 


		(3)	is redeemable, in whole or in part, at the option of the holder thereof;



 


in each case on
or prior to the day that is 91 days after the Stated Maturity of the Notes; provided, however, that any
Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to
require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or
“change of control” occurring on or prior to the 91st day after the Stated Maturity of the Notes will not
constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to
such Capital Stock are not more favorable, as measured by the purchase or redemption price or the breadth of the definition
of the event or events triggering such purchase or redemption obligation to the holders of such Capital Stock than the
provisions of Section 4.10 and Section 4.14, respectively, and any such requirement becomes operative only after compliance
with such corresponding terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto; provided,
further, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries
or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be
required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory
obligations; and provided, further, that any Capital Stock held by any future, current or former employee,
director, manager or consultant (or their respective trusts, estates, investment funds, investment vehicles or immediate
family members) of the Company, any of its Subsidiaries or any direct or indirect parent thereof, in each case upon the
termination of employment or death of such person pursuant to any stockholders’ agreement, management equity plan,
stock option plan or any other management or employee benefit plan or agreement, shall not constitute Disqualified Stock
solely because it may be required to be repurchased by the Company or its Subsidiaries or any direct or indirect parent of
the Company.


 


“DTC”
means The Depository Trust Company.


 


“Enforcement
Action” means any action to:


 


		(1)	foreclose, execute, levy, or collect on, take possession or control of (other than for purposes
of perfection), sell or otherwise realize upon (judicially or non-judicially), or lease, license, or otherwise dispose of (whether
publicly or privately), Collateral, or otherwise exercise or enforce remedial rights with respect to Collateral under the First
Lien Loan Documents or the Second Lien Debt Documents (including by way of setoff, recoupment, notification of a public or private
sale or other disposition pursuant to the UCC or other applicable law, notification to account debtors, notification to depositary
banks under deposit account control agreements, or exercise of rights under landlord consents, if applicable);



 


		(2)	solicit bids from third Persons, approve bid procedures for any proposed disposition of Collateral,
conduct the liquidation or disposition of Collateral or engage or retain sales brokers, marketing agents, investment bankers, accountants,
appraisers, auctioneers, or other third Persons for the purposes of valuing, marketing, promoting, and selling Collateral;



 


		(3)	receive a transfer of Collateral in satisfaction of Debt or any other Obligation secured thereby;



 


		(4)	otherwise enforce a security interest or exercise another right or remedy, as a secured creditor
or otherwise, pertaining to the Collateral at law, in equity, or pursuant to the First Lien Loan Documents or Second Lien Debt
Documents (including the commencement of applicable legal proceedings or other actions with respect to all or any portion of the
Collateral to facilitate the actions described in the preceding clauses, and exercising
voting rights in respect of equity interests comprising Collateral); or



  


		(5)	effectuate or cause the disposition of Collateral by the Company or any Guarantor after the occurrence
and during the continuation of an event of default under any of the First Lien Loan Documents or the Second Lien Debt Documents
with the consent of the applicable First Lien Collateral Agent (or First Lien Claimholders) or Second Lien Collateral Agent (or
Second Lien Claimholders).



 






    -22-


     


    

 


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


 


“Escrow Account”
has the meaning set forth in the Escrow and Security Agreement.


 


“Escrow Agent”
means Deutsche Bank Trust Company Americas, in its capacity as escrow agent, pursuant to the Escrow and Security Agreement.


 


“Escrow and
Security Agreement” means the Escrow and Security Agreement, dated as of June 15, 2020, among the Escrow Issuer, the
Trustee and the Escrow Agent, as such agreement may be amended, modified or supplemented from time to time.


 


“Escrow Conditions”
means the following conditions:


 


		(1)	the Acquisition shall have been, or concurrently with the Escrow Release (as defined herein) will
be, consummated substantially in accordance with the terms described in the Offering Memorandum and in accordance with the terms
and conditions of the Merger Agreement, as amended from time to time in accordance with its terms, and no provision of the Merger
Agreement shall have been amended, waived or modified after the Issue Date in a manner materially adverse to the holders of the
Notes, without the consent of the holders of a majority in principal amount of the Notes then outstanding;



 


		(2)	all Escrow Property will be applied in the manner described under the caption “Use of Proceeds”
in the Offering Memorandum;



 


		(3)	all 2017 Notes Obligations shall have been, or concurrently with the Escrow Release will be, satisfied
and discharged, and all Debt obligations under the Existing ABL Credit Facility shall have been terminated and all amounts owing
thereunder shall have been paid in full;



 


		(4)	(a) the Escrow Issuer shall have been, or substantially simultaneously with the Escrow Release
shall be, merged with and into the Company and the Company shall have assumed, or contemporaneously with the Escrow Release shall
assume, by supplemental indenture or joinder, as applicable, all of the obligations of the Escrow Issuer under the Notes, the Indenture
and the Security Documents and (b) the Guarantors shall have, by supplemental indenture or joinder, effective upon the Escrow Release
Date and consummation of the Acquisition, become, or substantially simultaneously with
the Escrow Release shall become, guarantors of the Notes and parties to the Indenture and the Security Documents;



 









    -23-


     


    

 


		(5)	the Company, the Guarantors and each other party thereto, as the case may be, shall have entered
into the New ABL Facility, which shall be consistent in all material respects with the description thereof in the Offering Memorandum;
and



 


		(6)	no Default or Event of Default under this Indenture has occurred and is continuing or will result
therefrom2.



 


“Escrow Property”
has the meaning set forth in the Escrow and Security Agreement.


 


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


 


“Excluded
Assets” has the meaning assigned to it in the Security Documents.


 


“Excluded
Subsidiary” means (a) any Subsidiary that is not a wholly-owned Subsidiary of the Company; (b) (i) any Subsidiary that
is prohibited by any applicable law or its organizational documents existing on the Issue Date3,
in the case of Subsidiaries that existed on such date, or on the date such Subsidiary is acquired (provided, that such prohibition
is not created in contemplation of such acquisition), from guaranteeing the Notes Obligations, (ii) any Subsidiary that is prohibited
by any contractual obligation existing on the Issue Date or on the date any such Subsidiary is acquired from guaranteeing the Notes
Obligations (provided, that such prohibition is not created in contemplation of such acquisition) and (iii) to the extent
that the provision of any Guarantee of the Notes Obligations would require the consent, approval, license or authorization of any
governmental authority which has not been obtained, any Subsidiary that is subject to such restrictions; provided that after
such time that such restrictions on Guarantees are waived, lapse, terminate or are no longer effective, such Restricted Subsidiary
shall no longer be an Excluded Subsidiary; (c) (i) any wholly-owned Subsidiary incorporated or organized under the laws of Canada
or any province or territory of Canada or (ii) any wholly-owned Subsidiary organized under the laws of the United States, any state
of the United States or the District of Columbia that (a) has no material assets other than Equity Interests of one or more Subsidiaries
that are “controlled foreign corporations” (within the meaning of Section 957(a) of the Code) or (b) is a Subsidiary
of a Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code) (provided
any Subsidiary described in the foregoing clauses (c)(i) or (c)(ii) shall be an Excluded Subsidiary only with respect to the
guarantee of an obligation of a United States person); (d) each Subsidiary that is not a Material Subsidiary, (e) any Subsidiary
that is not a wholly-owned Subsidiary incorporated or organized under the laws of Canada or any province or territory of Canada
or a wholly-owned Subsidiary organized under the laws of the United States, any state of the United States or the District of Columbia,
(f) each Non-Recourse Subsidiary, (g) each Unrestricted Subsidiary and (h) any Subsidiary for which the provision of a Guarantee
would result in a material adverse tax or regulatory consequence to the Company or one of its Subsidiaries, as applicable.


 





 






2
NTD: This language is consistent with the DoN.


3 NTD: This language is consistent with the DoN.


 






    -24-


     


    

 


“Excluded
Swap Obligation” means, with respect to any Person, any Swap Obligation if, and to the extent that, all or a portion
of the guarantee of such Person, or the grant by such Person of a Lien to secure, such Swap Obligation (or any guarantee thereof)
is or becomes illegal under the Commodity Exchange Act, as amended, or any rule, regulation or order of the Commodity Futures Trading
Commission (or the application or official interpretation of any thereof) by virtue of such Person’s failure for any reason
to constitute an “eligible contract participant” as defined in the Commodity Exchange Act, as amended, and the regulations
thereunder at the time the guarantee of such Person or the grant of such Lien becomes effective with respect to such Swap Obligation.
If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion
of such Swap Obligation that is attributable to swaps for which such guarantee or Lien is or becomes illegal.


 


“Existing ABL
Credit Facility” means that certain ABL Credit Agreement, dated as of November 29, 2017 by and among the Company, Williams
Scotsman, Inc., Willscot Equipment II, LLC, and Williams Scotsman of Canada, Inc., as borrowers, Williams Scotsman Holdings Corp.,
Bank of America, N.A., as administrative agent and collateral agent, and the other lenders named therein, including any related
notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended,
restated, supplemented, modified, renewed, refunded, replaced or refinanced from time to time, including any agreement extending
the maturity thereof, refinancing, replacing, supplementing or otherwise restructuring all or any portion of the Debt thereunder
or increasing or supplementing the amount loaned or issued thereunder or altering the maturity thereof whether pursuant to a credit
agreement, indenture or other debt facility.


 


“Fair Market
Value” means, with respect to the consideration received or paid in any transaction or series of transactions, the fair
market value thereof as determined in good faith by the Board of Directors of the Company.


 


“First Lien
Claimholders” means the Initial First Lien Claimholders and any Additional First Lien Claimholders.


 


“First Lien
Collateral” means any “Collateral” or “Pledged Collateral” or similar term as defined in any
First Lien Loan Document or any other assets of the Company or any Guarantor with respect to which a Lien is granted or purported
to be granted or required to be granted pursuant to a First Lien Loan Document as security for any First Lien Obligations and shall
include any property or assets subject to replacement Liens or adequate protection Liens in favor of any First Lien Claimholder.


 


“First Lien
Collateral Agent” means (i) in the case of any Initial First Lien Obligations or the Initial First Lien Claimholders,
the Initial First Lien Collateral Agent and (ii) in the case of any Additional First Lien Obligations and the Additional First
Lien Claimholders in respect thereof, the Person serving as collateral agent (or the equivalent) for such Additional First Lien
Obligations and that is named as the First Lien Collateral Agent in respect of such Additional First Lien Obligations in the applicable
joinder agreement (each, in the case of this clause (ii) together with its successors and assigns in such capacity, an “Additional
First Lien Collateral Agent”).


 






    -25-


     


    

 


“First Lien
Collateral Documents” means the “Security Documents” or “Collateral Documents” or similar term
(as defined in the applicable First Lien Loan Documents) and any other agreement, document or instrument pursuant to which a Lien
is granted securing any First Lien Obligations or pursuant to which any such Lien is perfected.


 


“First Lien
Debt” means the Initial First Lien Debt and any Additional First Lien Debt.


 


“First Lien
Loan Documents” means the Initial First Lien Loan Documents and any Additional First Lien Loan Documents.


 


“First Lien
Obligations” means the Initial First Lien Obligations and any Additional First Lien Obligations, and shall not include,
for the avoidance of doubt, any Excluded Swap Obligations.


 


“First Lien
Pari Passu Intercreditor Agreement” means an agreement among each First Lien Representative and each First Lien Collateral
Agent allocating rights among the various Series of First Lien Obligations.


 


“First Lien
Representative” means (i) in the case of any Initial First Lien Obligations or the Initial First Lien Claimholders,
the Initial First Lien Representative and (ii) in the case of any Additional First Lien Obligations and the Additional First
Lien Claimholders in respect thereof, each trustee, administrative agent, collateral agent, security agent and similar agent that
is named as the First Lien Representative in respect of such Additional First Lien Obligations in the applicable joinder agreement
(each, in the case of this clause (ii), together with its successors and assigns in such capacity, an “Additional
First Lien Representative”).


 


“Foreign Subsidiary”
means any Subsidiary that is not organized or existing under the laws of the United States, any state thereof, any territory thereof,
or the District of Columbia.


 


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


 


“Global Note
Legend” means the legend identified as such in Exhibit A hereto.


 


“Global Notes”
means the Notes in global form that are in the form of Exhibit A hereto, including the applicable legend or legends set
forth in Exhibit A.


 


“Guarantee”
means, as applied to any Debt of another Person, a guarantee (other than by endorsement of negotiable instruments for collection
in the ordinary course of business), direct or indirect, in any manner, of any part or all of such Debt. “Guaranteed”
and “Guaranteeing” shall have meanings that correspond to the foregoing.


 


“Hedge Agreement”
means a Swap Contract entered into by the Company, any other Guarantor or any of their respective Subsidiaries with a counterparty
as permitted under the First Lien Loan Documents or the Second Lien Debt Documents, as the case may be.


 


“Hedging Obligations”
of any Person means any obligation of such Person pursuant to any Hedge Agreement.


 






    -26-


     


    

 


“Holder”
means a Person in whose name a Note is registered on the Registrar’s books.


 


“Holdings”
means Williams Scotsman Holdings Corp., a Delaware corporation.


 


“Incur”
means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, Guarantee or otherwise become liable in respect of such Debt or other obligation or the recording, as required pursuant
to GAAP or otherwise, of any such Debt or other obligation on the balance sheet of such Person; provided, however,
that a change in GAAP that results in an obligation of such Person that exists at such time becoming Debt shall not be deemed an
Incurrence of such Debt. Debt otherwise Incurred by a Person before it becomes a Restricted Subsidiary of the Company shall be
deemed to be Incurred at the time at which such Person becomes a Restricted Subsidiary of the Company. “Incurrence”
“Incurred,” “Incurrable” and “Incurring” shall have meanings that correspond
to the foregoing. A Guarantee by the Company or a Restricted Subsidiary of Debt Incurred by the Company or a Restricted Subsidiary,
as applicable, shall not be a separate Incurrence of Debt. In addition, the following shall not be deemed a separate Incurrence
of Debt:


 


		(1)	amortization of debt discount or accretion of principal with respect to a non-interest bearing
or other discount security;



 


		(2)	the payment of regularly scheduled interest in the form of additional Debt of the same instrument
or the payment of regularly scheduled dividends on Equity Interests in the form of additional Equity Interests of the same class
and with the same terms;



 


		(3)	the obligation to pay a premium in respect of Debt arising in connection with the issuance of a
notice of redemption or making of a mandatory offer to purchase such Debt; and



 


		(4)	unrealized losses or charges in respect of Hedging Obligations.



 


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


 


“Initial First
Lien Claimholders” means the “Secured Parties” under the New ABL Facility.


 


“Initial First
Lien Collateral Agent” means Bank of America, N.A., as administrative agent and collateral agent under the New ABL Facility,
and its successors and/or assigns in such capacity.


 


“Initial First
Lien Debt” means the Debt and guarantees thereof now or hereafter incurred pursuant to the Initial First Lien Loan Documents.


 


“Initial First
Lien Loan Documents” means the New ABL Facility and the other “Loan Documents” under the New ABL Facility
and any other document or agreement entered into for the purpose of evidencing, governing, securing or perfecting the Initial First
Lien Obligations.


 


“Initial First
Lien Obligations” means “Secured Obligations” under the New ABL Facility.


 






    -27-


     


    

 


“Initial First
Lien Representative” means Bank of America, N.A.


 


“Initial Purchasers”
means J.P. Morgan Securities LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., ING Financial Markets LLC, BNP Paribas
Securities Corp., M&T Securities, Inc., MUFG Securities Americas Inc., PNC Capital Markets LLC, BBVA Securities Inc. and BMO
Capital Markets Corp.


 


“Initial Second
Lien Claimholders” shall mean (i) the Holders, (ii) the Trustee, (iii) the Collateral Agent and (iv) each of their respective
successors and assigns and their permitted transferees and endorsees.


 


“Initial Second
Lien Debt” means the Debt and guarantees incurred pursuant to the Initial Second Lien Debt Documents. Initial Second
Lien Debt shall include any Registered Equivalent Notes and guarantees thereof by the Guarantors issued in exchange thereof.


 


“Initial Second
Lien Debt Documents” means the Indenture and the other Notes Documents and any other document or agreement entered into
for the purpose of evidencing, governing, securing or perfecting the Notes Obligations.


 


“Initial Second
Lien Collateral Agent” means Deutsche Bank Trust Company Americas.


 


“Initial Second
Lien Representative” means Deutsche Bank Trust Company Americas.


 


“Insolvency
or Liquidation Proceeding” means any case or proceeding, application, meeting convened, resolution passed, proposal,
corporate action or any other proceeding commenced by or against a Person under any state, provincial, territorial, federal or
foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other
steps being taken under any other insolvency, debtor relief, bankruptcy, receivership, debt adjustment law or other similar law
(whether state, provincial, territorial, federal or foreign), including the Bankruptcy and Insolvency Act (Canada), the Companies’
Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act (Canada); (b) the appointment of a custodian for such
Person or any part of its property; (c) an assignment or trust mortgage for the benefit of creditors; (d) the winding-up or strike
off of such Person; (e) the proposal or implementation of a scheme or plan of arrangement or composition; and/or (f) a suspension
of payment, moratorium of any debts, official assignment, composition or arrangement with a Person’s creditors.


 


“Intercreditor
Agreement” means, as the context may require, (i) that certain intercreditor agreement, to be dated as of the
Escrow Release Date, among the Initial First Lien Collateral Agent, Deutsche Bank Trust Company Americas, in its capacity as
the Initial Second Lien Collateral Agent and the Initial Second Lien Representative, Deutsche Bank Trust Company Americas, as
a Second Lien Representative and Second Lien Collateral Agent on behalf of the holders of the 2018 Notes, the Company, each
Guarantor, and the other parties thereto from time to time, and (ii) any other intercreditor agreement that may be entered
into after the Escrow Release Date by the Company, any Guarantor and the Collateral Agent in connection with Credit
Facilities not otherwise prohibited by this Indenture (which is not materially less favorable to the Collateral Agent and the
holders of the Notes (taken as a whole) than the intercreditor agreement referred to in clause (i) of this definition) (as
certified to by the Company in an Officer’s Certificate delivered to the Trustee and the Collateral Agent), in each
case, as it may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with the terms
thereof and this Indenture.


 






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“Intercreditor
Agreements” means the Intercreditor Agreement and the Second Lien Pari Passu Intercreditor Agreement.


 


“Investment”
means, with respect to any Person, all direct or indirect investments by such Person in other Persons in the form of loans, advances
(or other extensions of credit) or capital contributions (by means of any transfer of cash or other property or assets to another
Person or any other payments for property or services for the account or use of another Person), including the following: (i) the
purchase or acquisition of any Equity Interest or other evidence of beneficial ownership in another Person; and (ii) the purchase,
acquisition or Guarantee of the obligations of another Person, but shall exclude: (a) accounts receivable, notes receivable and
other extensions of trade credit in the ordinary course of business; (b) other credits to suppliers in the ordinary course of business;
(c) the acquisition of property and assets (including inventory, supplies, materials and equipment or licenses or leases of intellectual
property); (d) the purchase or acquisition of the business, assets or services of another Person; (e) prepaid expenses and workers’
compensation, utility, lease and similar deposits, in the ordinary course of business; (f) negotiable instruments held for collection
and endorsements for collection or deposit; and (g) loans and advances to officers, directors and employees for commission, travel,
entertainment, relocation and analogous ordinary business purposes, in each case, made in the ordinary course of business. If the
Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect
Restricted Subsidiary of the Company such that, after giving effect to any such disposition, such Person is no longer a Restricted
Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such disposition equal to the
Fair Market Value of the Company’s Investments in such Person that were not sold or disposed of. The acquisition by the Company
or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment
by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments
held by the acquired Person in such third Person. Except as otherwise provided in this Indenture, the amount of an Investment will
be determined at the time the Investment is made and without giving effect to subsequent changes in value.


 


“Investment
Grade Status” shall apply at any time the Notes receive both a rating equal to or higher than BBB- (or the equivalent)
from S&P and a rating equal to or higher than Baa3 (or the equivalent) from Moody’s.


 


“Issue Date”
means June 15, 2020, the date on which Notes are originally issued under this Indenture.


 


“Junior Lien
Obligations” means obligations under Debt that is unsecured or is secured by a Lien on a junior basis to the Liens securing
the Notes Obligations and subject to a customary intercreditor agreement.


 


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


 






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“Lien”
means any mortgage, pledge (including, without limitation, disclosed, undisclosed, possessory and non-possessory), security interest,
hypothecation, assignment, statutory trust, deemed trust, privilege, lien, charge, bailment or similar encumbrance, whether statutory,
based on common law, contract or otherwise, and including any option or agreement to give any of the foregoing, any filing of or
agreement to give any financing statement under the Uniform Commercial Code or the Personal Property Security Act (Ontario) (or
equivalent or successor statutes) of any jurisdiction to evidence any of the foregoing, any conditional sale or other title retention
agreement, any reservation of ownership or any lease in the nature thereof.


 


“Limited Condition
Transaction” means any Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination
or the acquisition of Equity Interests or otherwise) whose consummation is not conditioned on the availability of, or on obtaining,
third party financing.


 


“Market Capitalization”
means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of the Company (or its
direct or indirect parent entity) on the date of the declaration of a Restricted Payment permitted pursuant to clause (xiii) of
the second paragraph of Section 4.7, multiplied by (ii) the arithmetic mean of the closing prices per share of such common Equity
Interests on the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading
days immediately preceding the date of declaration of such Restricted Payment.


 


“Material
Subsidiary” means, as at any date of determination, each Restricted Subsidiary of the Company (a) whose total assets
(other than intercompany receivables) at the last day of the most recently ended Four-Quarter Period were equal to or greater than
2.5% of the Consolidated Total Assets of the Company and its Restricted Subsidiaries at such date or (b) whose gross revenues (other
than revenues generated from sales to the Company or any of its Restricted Subsidiaries) for such Four-Quarter Period were equal
to or greater than 2.5% of the consolidated gross revenues of the Company and its Restricted Subsidiaries for such period, in each
case determined in accordance with GAAP. Notwithstanding the foregoing, each Borrower (as defined in the New ABL Facility) that
is a Subsidiary of the Company shall at all times be deemed to be a Material Subsidiary.


 


“Mobile Mini” means Mobile
Mini, Inc., a Delaware corporation.


 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 






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“Net
Cash Proceeds” means, with respect to Asset Sales of any Person, cash and Cash Equivalents received, net of: (i)
the direct costs and expenses of such Person incurred in connection with such a sale, including all legal, tax, investment
banking, accounting, title and recording tax expenses, broker or finder fees, commissions and other fees and expenses
incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or
required to be accrued as a liability under GAAP by such Person; (ii) all payments made by such Person on any Debt that
is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such
properties or other assets or that must, by the terms of such Lien or such Debt, or in order to obtain a necessary consent to
such transaction or by applicable law, be repaid to any other Person (other than the Company or any Restricted Subsidiary
thereof) in connection with such Asset Sale; (iii) distributions and other payments made to minority interest holders in
Restricted Subsidiaries of such Person as a result of such transaction and (iv) any reserve for adjustment in respect of the
sale price of such asset or assets established in accordance with GAAP or amount placed in an escrow account or cash reserves
for purposes of such an adjustment and escrowed amounts and amounts taken by the Company or its Restricted Subsidiaries as a
reserve against liabilities associated with such Asset Sale, including pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset
Sale, all as determined in accordance with GAAP; provided, however, that any non-cash consideration
received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at
such time as it is so converted.


 


“New ABL Facility”
has the meaning assigned to such term in the definition of “Credit Facilities” above.


 


“Non-Recourse
Debt” means Debt (a) as to which neither the Company nor any of its Restricted Subsidiaries (other than any Non-Recourse
Subsidiaries) (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute
Debt) other than a pledge of the equity interests of any Non-Recourse Subsidiary, (ii) is directly or indirectly liable (as a guarantor
or otherwise) other than by virtue of a pledge of the equity interests of any Non-Recourse Subsidiary, or (iii) constitutes the
lender; (b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action
against any Non-Recourse Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt (other than
Debt under the Credit Facilities or the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such
other Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and (c) as to which the lenders
thereunder will not have any recourse to the Equity Interests or assets of the Company or any of its Restricted Subsidiaries (other
than the Non-Recourse Subsidiaries).


 


“Non-Recourse Subsidiary”
means any Canadian Subsidiary or U.S. Subsidiary of the Company created for the purpose of obtaining stand-alone financing
for the acquisition and lease of rental equipment to customers, and all of whose Debt is Non-Recourse Debt.


 


“Notes Custodian”
means the Trustee when serving as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto.


 


“Notes Documents”
means this Indenture, the Notes, the Note Guarantees and the Security Documents.


 


“Note Guarantee”
means the Guarantee of the Notes, on a joint and several basis, by Holdings and each direct or indirect wholly-owned U.S. organized
Restricted Subsidiary that guarantees the Debt under the New ABL Facility.


 


“Notes Liens”
means all Liens in favor of the Collateral Agent on Collateral securing the Notes Obligations, including any Second Lien Obligations.


 






    -31-


     


    

 


“Notes Obligations”
means the Obligations of the Company and the Guarantors under this Indenture, the Notes and the Security Documents, to pay principal
of, premium, if any, and interest when due and payable, and all other amounts due or to become due under or in connection with
this Indenture, the Notes and the performance of all other obligations to the Trustee, the Collateral Agent and the Holders under
this Indenture, the Notes and the Security Documents, according to the respective terms thereof.


 


“Obligations”
means all obligations of every nature of the Company and each other Guarantor from time to time owed to any agent or trustee, the
First Lien Claimholders, the Second Lien Claimholders or any of them or their respective Affiliates, in each case, under the First
Lien Loan Documents, the Second Lien Debt Documents, Hedge Agreements or Bank Product Obligations, whether for principal, interest
or payments for early termination of Swap Contracts, fees, expenses, indemnification or otherwise and all guarantees of any of
the foregoing and including any interest and fees that accrue after the commencement by or against any Person of any proceeding
under any Bankruptcy Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are
allowed claims in such proceeding.


 


“Offer to
Purchase” means a written offer (the “ Offer”) sent by the Company by first class mail, postage prepaid
(or, to the extent permitted by applicable procedures or regulations, electronically), to each Holder at his address appearing
in the security register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth
in such Offer at the purchase price set forth in such Offer (as determined pursuant to this Indenture). Unless otherwise required
by applicable law, the Offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase
which shall be, subject to any contrary requirements of applicable law, not less than thirty (30) days or more than sixty (60)
days after the date of mailing of such Offer and a settlement date (the “Purchase Date”) for purchase of Notes
within five Business Days after the Expiration Date. The Company shall notify the Trustee at least fifteen (15) days (or such shorter
period as is acceptable to the Trustee) prior to the delivery of the Offer of the Company’s obligation to make an Offer to
Purchase, and the Offer shall be sent by the Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Offer to Purchase. The Offer shall also state:


 


		(1)	the Section of this Indenture pursuant to which the Offer to Purchase is being made;



 


		(2)	the Expiration Date and the Purchase Date;



 


		(3)	the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the
Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to Section 4.10);



 


		(4)	the purchase price to be paid by the Company for each $1,000 principal amount of Notes accepted
for payment (as specified pursuant to this Indenture);



 






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		(5)	that the Holder may tender all or any portion of the Notes registered in the name of such Holder
and that any portion of a Note tendered must be tendered in a minimum amount of $1,000 principal amount;



 


		(6)	the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase,
if applicable;



 


		(7)	that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant
to the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered or tendered
but not purchased by the Company pursuant to the Offer to Purchase will continue to accrue interest at the same rate;



 


		(8)	that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted
for payment pursuant to the Offer to Purchase;



 


		(9)	that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to
surrender such Note or cause such Note to be surrendered at the place or places set forth in the Offer prior to the close of business
on the Expiration Date (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing);



 


		(10)	that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or
its paying agent) receives, not later than the close of business on the fifth Business Day prior to the Expiration Date, a facsimile
transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the
certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;
and



 


		(11)	if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or
Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for
the unpurchased portion of the aggregate principal amount of the Notes so tendered.



 


“Offering
Memorandum” means the Offering Memorandum, dated June 1, 2020, related to the issuance of the Initial Notes on the Issue
Date.


 


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


 


“Officer’s
Certificate” means a certificate signed by an Officer of the Company or a Guarantor, as applicable.


 






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“Opinion of
Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee
of or counsel to the Company or any Subsidiary of the Company.


 


“Outside Date”
means October 13, 2020.


 


“Parent”
means WillScot Corporation, a Delaware corporation, to be renamed WillScot Mobile Mini Holdings Corporation, immediately following
the effective time of the Merger.


 


“Pari Passu
Debt” means (1) the Notes and any Debt which ranks equally in right of payment to the Notes (including the 2018 Notes)
and, in respect of any Asset Sale involving Collateral, with an equal ranking Lien on the assets disposed of in such Asset Sale
and (2) with respect to any Guarantor, its Note Guarantee and any Debt which ranks equally in right of payment to such Guarantor’s
Note Guarantee (including its guarantee of the 2018 Notes) and, in respect of any Asset Sale involving Collateral, with an equal
ranking Lien on the assets disposed of in such Asset Sale.


 


“Participant”
means, with respect to DTC, a Person who has an account with DTC, including the Euroclear System and Clearstream Banking, S.A.


 


“Paying Agent”
means any Person authorized by the Company to pay the principal of, premium, if any, or interest on, or redemption, purchase, retirement,
defeasance, covenant defeasance or similar payment with respect to, any Notes on behalf of the Company.


 


“Permitted
Business” means any business similar in nature to any business conducted by WSII and its Restricted Subsidiaries on the
Escrow Release Date and any business reasonably ancillary, incidental, complementary or related to the business conducted by WSII
and its Restricted Subsidiaries on the Escrow Release Date, or a reasonable extension, development or expansion thereof, in each
case, as determined in good faith by the Board of Directors of WSII.


 


“Permitted
Collateral Liens” means Permitted Liens (other than Liens described in clause (t) of the definition thereof).


 


“Permitted
Debt” means


 


		(i)  	First Lien Obligations (including amounts outstanding on the Escrow Release Date) in an aggregate
principal amount at any one time outstanding not to exceed the greater of (x) $2,600.0 million and (y) the Borrowing Base;



 


		(ii)  	Debt outstanding under the Notes (excluding any Additional
Notes) and contribution, indemnification and reimbursement obligations owed by the Company or any Guarantor to any of the other
of them in respect of amounts paid or payable on such Notes, and any Refinancing Debt with respect to the foregoing;



 


		(iii)  	Guarantees of the Notes, including any Refinancing Debt
is respect thereof;



 


		(iv)  	(A) Debt of the Company or any of its Subsidiaries (including
any unused commitment) existing on the Issue Date (including the 2018 Notes Obligations) (other than Debt described in clause(i), (ii)
or (iii) above) and (B) any Refinancing Debt with respect to the foregoing; provided that, the incurrence of any such Refinancing
Debt shall not be deemed to have refreshed capacity under the foregoing clause (A);



 









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		(v)  	intercompany Debt owed to the Company or to any of its
Restricted Subsidiaries; provided that if such Debt is owed by the Company or any Guarantor to a Restricted Subsidiary
that is not a Guarantor, such Debt shall be subordinated in right of payment to the prior payment in full of the Company’s
or such Guarantor’s Notes Obligations;



 


		(vi)  	Guarantees Incurred by the Company of Debt of a Restricted
Subsidiary otherwise permitted to be incurred under this Indenture;



 


		(vii)  	Guarantees by the Company or any of its Restricted Subsidiaries
of Debt of the Company or any of its Restricted Subsidiaries, including Guarantees by any Restricted Subsidiary of Debt under
Credit Facilities; provided that (a) such Debt is Permitted Debt or is otherwise Incurred in accordance with Section
4.9 and (b) such Guarantees are subordinated in right of payment to the Note Guarantees to the same extent, if any, as the Debt
being guaranteed is subordinated in right of payment to the Notes;



 


		(viii) 	Debt incurred in respect of workers’ compensation
claims, performance or surety bonds, health, disability or other employee benefits, property, casualty or liability insurance
or self-insurance obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds or obligations,
bankers’ acceptances, bank guarantees, letter of credit, warehouse receipt, completion guarantees and similar facilities,
or other Debt with respect to reimbursement type obligations regarding the foregoing, in each case, provided or incurred (including
Guarantees thereof) by the Company or any of its Restricted Subsidiaries in the ordinary course of business;



 


		(ix)	the Incurrence of Hedging Obligations by the Company
or any of its Restricted Subsidiaries except Hedging Obligations entered into for speculative purposes;



 


		(x)	(A) the Incurrence of Debt (including Debt comprised
of Capital Lease Obligations, mortgage financings or purchase money obligations and Debt arising under leases
entered into in connection with a Sale and Leaseback Transaction not prohibited by this Indenture), Disqualified Stock
or preferred stock by the Company or any of its Restricted Subsidiaries, in each case, Incurred for the purpose of financing all
or any part of the purchase price or cost of design, construction, lease, installation or improvement of, or repairs, improvements
or additions to property (real or personal), plant or equipment used or useful in the business of the Company or any of its Restricted
Subsidiaries; provided that at the time of Incurrence of any such Debt, the aggregate amount of Debt outstanding under
this clause (x)(A) does not exceed the greater of (x) $400.0 million and (y) 7.0% of Consolidated Total Assets and (B) any Refinancing
Debt in respect of each of the foregoing; provided that, the Incurrence of any such Refinancing Debt shall not be deemed
to have refreshed capacity under the foregoing clause (A);



 


		(xi)	Debt arising from agreements of the Company or any of
its Restricted Subsidiaries providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each
case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Equity Interests of a Restricted
Subsidiary otherwise permitted under this Indenture;



  






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		(xii)	the issuance by any of the Company’s Restricted
Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however,
that:



 


		(a)	any subsequent issuance or transfer of Equity Interests that results in any such preferred stock
being held by a Person other than the Company or its Restricted Subsidiaries (other than to the extent secured by a Permitted Lien
until such Collateral has been foreclosed upon); and



 


		(b)	any sale or other transfer of any such preferred stock to a Person that is not either the Company
or a Restricted Subsidiary of the Company (other than to the extent secured by a Permitted Lien until such Collateral has-been
foreclosed upon);



  


	 	 	 shall be deemed, in each case,
to constitute an issuance of such preferred stock by the Company or such Restricted Subsidiary that was not permitted by this clause
(xii);
	 	 	 
		(xiii)  	Debt arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient funds; provided, however, that
such Debt is extinguished within ten (10) Business Days after the Company receiving notice of the Incurrence thereof;



 


		(xiv) 	(A) additional Debt of the Company and its Restricted
Subsidiaries in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $400.0 million and (y)
7.0% of Consolidated Total Assets and (B) any Refinancing Debt with respect thereto; provided, that the Incurrence of such
Refinancing Debt shall not be deemed to have refreshed capacity under the foregoing clause (A);



 


		(xv)  	Refinancing Debt in respect of Debt Incurred pursuant
to the first paragraph of Section 4.9;



 


		(xvi)	(A) Debt Incurred by Restricted Subsidiaries that are
not Guarantors in an aggregate principal amount at any one time outstanding not to exceed the greater of (x) $450.0 million and
(y) 8.0% of Consolidated Total Assets as of the last date of the most recently ended Four-Quarter Period and (B) any Refinancing
Debt with respect thereto; provided, that the Incurrence of such Refinancing Debt shall not be deemed to have refreshed
capacity under the foregoing clause (A);



 


		(xvii)	(A) Non-Recourse Debt of any Non-Recourse Subsidiary;
provided that the aggregate Debt incurred under this clause (xvii) at any one time outstanding does not exceed the greater
of (x) $200.0 million and (y) 3.5% of Consolidated Total Assets and (B) any Refinancing Debt with respect thereto; provided,
that the Incurrence of such Refinancing Debt shall not be deemed to have refreshed capacity under the foregoing clause (A);



 


		(xviii)	Debt of the Company or any of its Restricted Subsidiaries
consisting of the financing of insurance premiums or “take or pay” obligations in the ordinary course of business;



 






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		(xix)	(A) Debt consisting of unsecured promissory notes or
similar Debt issued by the Company or any of its Restricted Subsidiaries to current, future or former officers, directors and
employees thereof, or to their respective estates, spouses or former spouses, successors, executors, administrators, heirs, legatees
or distributees, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect
parent thereof to the extent described in clause (iv) of the second paragraph of Section 4.7 and (B) any Refinancing Debt with
respect thereto; provided that, the incurrence of any such Refinancing Debt shall not be deemed to have refreshed capacity
under the foregoing clause (A);



 


		(xx)	Debt Incurred by the Company or any of its Restricted
Subsidiaries, to the extent that the net proceeds thereof are promptly deposited with the Trustee to redeem the Notes in full
or to defease or to satisfy and discharge the Notes;



 


		(xxi)	(A) Debt of any Receivables Subsidiary pursuant to a
Qualified Receivables Transaction in respect of any Qualified Receivables Transaction that is without recourse to the Company
or any Restricted Subsidiary or any of their respective assets (other than pursuant to Standard Securitization Undertakings) and
(B) any Refinancing Debt with respect to the foregoing; provided that, the incurrence of any such Refinancing Debt shall
not be deemed to have refreshed capacity under the foregoing clause (A);



 


		(xxii)	(A) (i) Acquired Debt or (ii) other Debt of such Persons
or the Company or any of its Restricted Subsidiaries Incurred (x) to provide all or any portion of the funds utilized to consummate
the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary of the Company
(including being designated as a Restricted Subsidiary) or was otherwise acquired by, or merged into or amalgamated, arranged
or consolidated with the Company or any of its Restricted Subsidiaries or (y) otherwise in connection with, or in contemplation
of, such acquisition, merger, amalgamation, arrangement or consolidation; provided, however, that in the case of
(i) and (ii) of this clause (xxii), (a) the Company or any of its Restricted Subsidiaries would be permitted to Incur at least
$1.00 of additional Debt (other than Permitted Debt) pursuant to the provisions described in the first paragraph under Section
4.9 or (b) the Consolidated Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would not be less than
such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction, and (B) any Refinancing Debt
with respect thereto;



 


		(xxiii)	Debt of the Company and any of its Restricted Subsidiaries
in respect of Cash Management Agreements and other Debt in respect of netting services, employees’ credit or purchase cards,
overdraft protections and similar arrangements, in each case, entered into in the ordinary course of business;



 


		(xxiv)	customer deposits and advance payments received in the
ordinary course of business from customers of goods and services purchased in the ordinary course of business;



 


		(xxv)	(A) Debt of the Company or any of its Restricted Subsidiaries
in an aggregate principal amount not to exceed the Available Excluded Contribution Amount, and (B) any Refinancing Debt with respect
to the foregoing; provided that, the incurrence of any such Refinancing Debt shall not be
deemed to have refreshed capacity under the foregoing clause (A); and



  


		(xxvi)	(A) Debt Incurred in connection with any Sale and Leaseback
Transaction permitted under Section 4.13 in an aggregate amount at any time outstanding not to exceed the greater of (x) $180.0
million and (y) 3.2% of Consolidated Total Assets and (B) any Refinancing Debt with respect thereto; provided, that the
Incurrence of such Refinancing Debt shall not be deemed to have refreshed capacity under the foregoing clause (A).



 






    -37-


     


    

 


“Permitted
Holder” means the Sponsor, its Affiliates and/or the Sponsor Affiliates (in each case, including, as applicable, related
funds and general partners thereof).


 


“Permitted
Investments” means:


 


		(a)	Investments (i) in existence on, or contemplated as of, the Issue Date or (ii) in connection with
the Transactions as contemplated by the Merger Agreement, and, in each case, any extension, modification, renewal or reinvestment
of any such Investments, but only to the extent not involving additional advances, contributions or increases thereof (other than
as a result of accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case,
pursuant to the terms thereof); provided that the amount of any such Investments may be increased (x) as otherwise
permitted under this Indenture or (y) as required by the terms of such Investment as in existence on the Issue Date;



 


		(b)	Investments required pursuant to any agreement or obligation of the Company or any of its Restricted
Subsidiaries, in effect on the Issue Date, to make such Investments;



 


		(c)	Investments in (x) cash and assets constituting Cash Equivalents at the time made and (y) the Notes
and Additional Second Lien Obligations (by way of purchase or other acquisition);



 


		(d)	Investments in property and other assets, owned or used by the Company or any of its Restricted
Subsidiaries in the operation of a Permitted Business;



 


		(e)	Investments by the Company or any of its Restricted Subsidiaries in the Company or any of its Restricted
Subsidiaries;



 


		(f)	Investments by the Company or any of its Restricted Subsidiaries in a Person, if (A) as a result
of such Investment such Person becomes a Restricted Subsidiary or (B) in connection with such Investment such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated or
wound-up into, the Company or any of its Restricted Subsidiaries;



 


		(g)	Investments represented by Hedging Obligations not for speculative purposes;



 






    -38-


     


    

 


		(h)	Investments received or acquired (x) in settlement, compromise, partial or full satisfaction, or
resolution of obligations owed to the Company or any of its Restricted Subsidiaries, including pursuant to bankruptcy, insolvency
or similar proceedings (including as a result of any workout, reorganization or recapitalization), (y) on account of any claim
or Lien against, or interest in, any other Person or its properties as a result of a foreclosure or enforcement by the Company
or any of its Restricted Subsidiaries with respect to such claim or Lien against, or interest in, such other Person or its properties,
or (z) in compromise or resolution of any litigation, arbitration or other disputes (including those arising in the ordinary course
of business) with Persons who are not Affiliates of the Company;



 


		(i)	Investments consisting of loans and advances to officers, directors, consultants and employees
(i) in connection with such Person’s purchase of Equity Interests in any direct or indirect parent of the Company and (ii)
otherwise, in an amount not to exceed in the aggregate at any one time outstanding the greater of (x) $25.0 million and (y) 0.5%
of Consolidated Total Assets;



 


		(j)	Investments in any Person to the extent the consideration for such Investments consist solely of
Equity Interests of the Company or any direct or indirect parent of the Company;



 


		(k)	any Investment in any Person to the extent such Investment represents the non-cash portion of the
consideration received in connection with an Asset Sale consummated in compliance with Section 4.10 or any other sale, transfer
or other disposition of property not constituting an Asset Sale;



 


		(l)	Investments in the ordinary course of business consisting of UCC Article 4 customary trade arrangements
with customers consistent with past practices;



 


		(m)	payroll, travel and similar advances that are made in the ordinary course of business;



 


		(n)	guarantees of (x) Debt permitted by Section 4.9 and (y) leases (other than capital leases) or other
obligations that do not constitute Debt entered into in the ordinary course of business;



 


		(o)	Investments by any Restricted Subsidiary that is not a Guarantor in a Receivables Subsidiary in
connection with a Qualified Receivables Transaction;



 


		(p)	Investments made by the Company or a Restricted Subsidiary to repurchase or retire Equity Interests
of a direct or indirect parent of the Company owned by any employee stock ownership plan or key employee stock ownership plan of
the Company, any Restricted Subsidiary or any direct or indirect parent thereof;



 


		(q)	Investments of the Company in the Escrow Issuer;



 






    -39-


     


    

 


 



 


		(r)	cash or Cash Equivalents or other property deposited in the ordinary course of business to secure
(or to secure letters of credit, banker’s acceptances or bank guarantees in connection with) the performance of statutory
obligations (including obligations under worker’s compensation, unemployment insurance or similar legislation), surety or
appeal bonds, customs bonds, leases, bids, agreements or other obligations under arrangements with utilities, insurance agreements,
construction agreements, government contracts, performance bonds or other obligations of a like nature incurred in the ordinary
course of business;



 


		(s)	Investments of a Person existing at the time such Person becomes a Restricted Subsidiary of the
Company or at the time such Person is acquired or otherwise merges or consolidates with the Company or any of its Restricted Subsidiaries,
in each case, in compliance with this Indenture; provided that such Investments were not made by such Person in connection
with or in contemplation of such acquisition, merger or consolidation;



 


		(t)	Investments in Permitted Joint Ventures and Unrestricted Subsidiaries made after the Issue Date
in an amount, when taken together with all other Investments made pursuant to this clause (t) since the Issue Date and then outstanding,
not to exceed the greater of (x) $75.0 million and (y) 1.3% of Consolidated Total Assets;



 


		(u)	Investments in Permitted Joint Ventures in connection with reorganizations and related activities
related to tax planning;



 


		(v)	Investments consisting of advances and loans (but not sales on open account on ordinary course
of business terms) made in the ordinary course of business, including those made to finance the sale of Inventory (as defined in
the New ABL Facility), not to exceed $2.0 million outstanding at any one time to any one Person and $10.0 million in the aggregate
outstanding at any one time; and



 


		(w)	other Investments not otherwise permitted under this definition in an aggregate amount, when taken
together with all other Investments made pursuant to this clause (w) that are at the time outstanding, not to exceed the greater
of (a) $350.0 million and (b) 6.25% of Consolidated Total Assets as of the last date of the most recently ended Four-Quarter Period;



 


provided, however,
that with respect to any Investment, the Company may, in its sole discretion, at any time allocate or re-allocate all or any
portion of such Investment to one or more of the above clauses (a) through (v) so that all or a portion of such Investment would
be a Permitted Investment.


 


The amount of any Investment
shall be measured on the date each such Investment was made and without giving effect to subsequent changes in value other than
as a result of repayments of loans or advances, redemptions, returns of capital, sales or other dispositions thereof or similar
events.


 


“Permitted
Joint Venture” means, with respect to any Person at any time, any corporation, partnership, limited liability
company or other business entity (1) of which at least 20%, but not more than 50%, of the Voting Stock is at the time owned
or controlled, directly or indirectly, by such Person or one or more of the Restricted Subsidiaries (other than a Receivables
Subsidiary) of that Person and (2) whose primary business constitutes or is reasonably expected to constitute at such time a
Permitted Business.


 






    -40- 


     


    

 


“Permitted
Liens” means:


 


		(a)	Liens existing on the Issue Date (including the Liens existing to secure the 2018 Notes Obligations)
or pursuant to agreements in existence on the Issue Date, other than pursuant to clause (b) below;



 


		(b)	Liens to secure First Lien Obligations incurred pursuant to clause (i) of the definition of “Permitted
Debt”; provided that, in each case, the First Lien Collateral Agent, or another agent for the holders of such Liens,
shall have entered into the Intercreditor Agreement or a supplement or amendment thereto agreeing on behalf of the holders of such
Liens to be bound by the terms thereof applicable to the holders of the First Lien Obligations;



 


		(c)	Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that
are being contested in good faith, if such proceedings have the effect of preventing the forfeiture or sale of the property or
assets subject to any such Lien; provided that any reserve or other appropriate provision as is required in conformity with
GAAP has been made therefor or for property taxes on property if the Company or one of its Restricted Subsidiaries has determined
to abandon such property and if the sole recourse for such tax, assessment, charge, levy or claim is to such property;



 


		(d)	Liens imposed or permitted by applicable federal, state, provincial, municipal, territorial, local
or statutory law, rules or regulations, including, but not limited to, carrier’s, freight forwarder’s, warehousemen’s,
materialmen’s, repairmen’s, logger’s, contractor’s, supplier of materials, architects’, mechanic’s,
landlord’s or other similar Liens and inchoate statutory Liens arising under ERISA, in each case, incurred in the ordinary
course of business for sums not then due or payable or past due by more than sixty (60) days (or which are being contested in good
faith and, to the extent necessary to prevent the forfeiture or sale of the property or assets subject to any such Lien, by appropriate
proceedings);



 


		(e)	survey exceptions, encumbrances, ground leases, easements or reservations of; or rights of others
for, licenses, rights-of-way, servitudes, drains, sewers, utilities (including Liens securing the payment of charges for hydroelectricity),
electric lines, telegraph and telephone and cable television lines and other similar purposes, or zoning, building codes, or other
similar restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties
or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred
in connection with Debt and which do not in the aggregate materially impair the operation of the business of the Company and its
Restricted Subsidiaries, taken as a whole;



 






    -41- 


     


    

 


		(f)	Liens, pledges, deposits and security (i) in connection with workers’ compensation, unemployment
insurance, employers’ health tax, social security benefits and other types of statutory obligations, insurance related obligations
or the requirements of any official body (including, but not limited to, in respect of deductibles, self-insured retention amounts
and premiums and adjustments thereto); (ii) to secure the performance of tenders, bids, surety, warranty, release, appeal or performance
bonds, leases, purchase, construction, sales or servicing contracts and other similar obligations Incurred in the ordinary course
of business consistent with industry practice; (iii) to secure indemnification obligations (including to obtain or secure obligations
with respect to letters of credit, Guarantees, bonds or other sureties or assurances) given in connection with the activities described
in clauses (i) and (ii) above, in each case not Incurred or made in connection with the borrowing of money, the obtaining of advances
or credit or the payment of the deferred purchase price of property or services; (iv) arising in connection with any attachment
or judicial proceeding unless the Liens so arising shall not be satisfied or discharged or stayed pending appeal within sixty (60)
days after the entry thereof or the expiration of any such stay; or (v) to secure the payment or performance of statutory or public
obligations (including environmental, municipal and public utility commission obligations and requirements);



 


		(g)	Liens (x) on property or shares of stock or other assets of a Person existing at the time such
Person is merged with or into or consolidated or amalgamated with the Company or any of its Restricted Subsidiaries; provided,
that such Liens were not created or incurred in the contemplation of such merger, consolidation or amalgamation and do not extend
to any assets other than those of the Person merged with or into or consolidated or amalgamated with the Company or any Restricted
Subsidiary (other than after-acquired property that is (1) affixed or appurtenant thereto or incorporated into the property covered
by such Lien, (2) after-acquired property of such Person subject to a Lien securing such Debt, the terms of which Debt require
or include a pledge of after-acquired property and (3) the proceeds and products thereof or improvements thereon); (y) on property
(including Capital Stock) existing at the time of acquisition of the property by the Company or any of its Restricted Subsidiaries;
provided, that such Liens were in existence prior to such acquisition, and not incurred in contemplation of, such acquisition;
and (z) on assets, property or shares of Equity Interests of another Person at the time such other Person becomes a Subsidiary
of the Company or any of its Restricted Subsidiaries; provided, however, that (A) the Liens may not extend to any
other property owned by such Person or any of its Restricted Subsidiaries (other than after-acquired property that is (1) affixed
or appurtenant thereto or incorporated into the property covered by such Lien, (2) after-acquired property of such Person subject
to a Lien securing such Debt, the terms of which Debt require or include a pledge of after-acquired property and (3) the proceeds
and products thereof or improvements thereon) and (B) such Liens are not created or incurred in connection with, or in contemplation
of, such other Person becoming such a Restricted Subsidiary;



 






    -42- 


     


    

 


		(h)	Liens in favor of the Company or any of its Restricted Subsidiaries; provided that if such
Liens are on the assets of a Guarantor, such Liens are in favor of the Company or another Guarantor ;



 


		(i)	other Liens (not securing Debt) incidental to the conduct of the business of the Company or any
of its Restricted Subsidiaries, as the case may be, or the ownership of their assets which do not in the aggregate materially adversely
affect the value of such assets, taken as a whole, or materially impair the operation of the business of the Company and its Restricted
Subsidiaries, taken as a whole;



 


		(j)	Liens to secure any Refinancing Debt incurred in compliance with this Indenture to refinance Debt
secured by Liens referred to in clauses (a), (g), (m), (o), (u), (gg), (hh), (mm) or (nn) of this definition or to this clause
(j); provided that (x) such Liens do not extend to any property or assets other than the property or assets securing the
Debt being extended, renewed, refinanced or refunded and after-acquired property affixed or incorporated in the property covered
by such Lien or subject to a Lien securing such Debt and (y) the principal amount (or accreted value, if applicable) of the obligations
secured by such Liens is not increased (except to the extent of any premiums, underwriting discounts, original issue discount and
other fees, commissions, expenses paid and transaction costs incurred in connection with such extension, renewal, refinancing or
refunding);



 


		(k)	Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of
custom duties in connection with the importation of goods in the ordinary course of business;



 


		(l)	Liens arising out of licenses, leases, sublicenses and subleases of assets (including real property
and intellectual property rights) or on vehicles or equipment, in each case, in the ordinary course of business;



 


		(m)	Liens securing Debt (including Capital Lease Obligations) permitted to be incurred pursuant to
clause (x) of the definition of “Permitted Debt,” covering only the property or assets (or property affixed or appurtenant
thereto and any proceeds thereof) acquired with or financed by such Debt;



 


		(n)	Liens upon specific items of inventory or other goods (and the proceeds thereof) of any Person
securing such Person’s obligation in respect of banker’s acceptances or trade letters of credit issued or created in
the ordinary course of business for the account of such Person to facilitate the purchase, shipment, or storage of such inventory
or other goods;



 


		(o)	Liens securing Debt (or Obligations in respect of such Debt) Incurred to finance the
                                                                 construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however,
                                                                 that the Lien may not extend to any property owned by such Person or any of its Restricted Subsidiaries at the time the Lien
                                                                 is Incurred (other than assets and property acquired, constructed, purchased, leased, repaired or improved with the proceeds of such Debt or affixed or appurtenant
thereto and any proceeds and products thereof), and the Debt (other than any interest thereon) secured by the Lien must be permitted
by Section 4.9;



 






    -43- 


     


    

 


		(p)	banker’s Liens, Liens that are contractual rights of set-off and similar Liens (A) relating
to the establishment of depository relations with banks not given in connection with the issuance of Debt, (B) relating to pooled
deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations
and other cash management activities incurred in the ordinary course of business of the Company and its Restricted Subsidiaries
or (C) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries
in the ordinary course of business and (ii) Liens of a collection bank arising under Section 4-210 of the UCC (or any comparable
or successor provision) on items in the course of collection, (X) encumbering reasonable customary initial deposits and margin
deposits and attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, and
(Y) in favor of banking institutions arising as a matter of law or pursuant to customary account agreements encumbering deposits
(including the right of set-off) and which are within the general parameters customary in the banking industry ;



 


		(q)	Liens (i) arising by reason of any judgment, order or decree, but not giving rise to an Event of
Default, (ii) arising pursuant to an order of attachment, condemnation, eminent domain, distraint or similar legal process arising
in connection with legal proceedings, but not giving rise to an Event of Default, (iii) that are required to protect or enforce
rights in any administrative, arbitration or other court proceeding in the ordinary course of business, but not giving rise to
an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated
for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has
not expired and (iv) arising out of judgments or awards with regard to which an appeal or other proceeding for review is in process;



 


		(r)	Deposits made or other security in the ordinary course of business to secure liability to insurance
carriers and Liens securing insurance premium financing arrangements ;



 


		(s)	Liens arising from UCC financing statement filings (including as a precautionary measure) in connection
with Capital Lease Obligations permitted to be incurred pursuant to clause (x) of the definition of “Permitted Debt,”
operating leases or consignments entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business,
in each case, covering only the property or assets (or property affixed or appurtenant thereto and any proceeds thereof) acquired
with, financed by or subject to such leases or consignments;



 


		(t)	Liens on the assets of a Restricted Subsidiary that is not a Guarantor securing Debt and other
obligations of a Restricted Subsidiary that is not a Guarantor incurred in compliance with this Indenture
(including Liens incurred in connection with a Qualified Receivables Transaction);



 






    -44- 


     


    

 


		(u)	Liens on the Collateral granted under the Security Documents in favor of the Collateral Agent to
secure the Notes (including Additional Notes to the extent constituting Additional Second Lien Obligations) and all corresponding
Obligations under the Notes Documents (including the Note Guarantees), any Additional Second Lien Obligations and administrative
expenses of the Collateral Agent;



 


		(v)	Liens (i) on assets purported to be sold or otherwise transferred to a Receivables Subsidiary,
(ii) over bank accounts of the Company or any Restricted Subsidiary, into which assets of the Qualified Receivables Transaction
are paid or (iii) on Equity Interests in a Receivables Subsidiary or on assets of a Receivables Subsidiary, in each case, created,
incurred or arising in connection with a Qualified Receivables Transaction;



 


		(w)	any customary provisions limiting the disposition or distribution of assets or property (including
Equity Interests) or any related restrictions thereon in joint venture, partnership, membership, stockholder and limited liability
company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including
owners’ participation or similar agreements governing projects owned through an undivided interest; provided, however,
that any such limitation is applicable only to the assets that are the subjects of such agreements;



 


		(x)	Liens granted by a Person in favor of a commercial trading counterparty pursuant to a netting agreement,
which Liens encumber rights under agreements that are subject to such netting agreement and which Liens secure such Person’s
obligations to such counterparty under such netting agreement; provided that any such agreements and netting agreements
are entered into in the ordinary course of business; and provided, further, that the Liens are incurred in the ordinary
course of business and when granted, do not secure obligations which are past due;



 


		(y)	Liens securing Hedging Obligations permitted to be incurred under this Indenture;



 


		(z)	Liens on raw materials or on manufactured products as security for any drafts or bills of exchange
drawn in connection with the importation of such raw materials or manufactured products ;



 


		(aa)	Liens consisting of conditional sale, title retention, consignment or similar arrangements for
the sale of goods acquired by the Company or any of its Restricted Subsidiaries in the ordinary course of business;



 


		(bb)	any pledge of the Equity Interests of an Unrestricted Subsidiary to secure Debt or other obligations
of such Unrestricted Subsidiary;



 


		(cc)	Liens on any cash earnest money deposits made by the Company or any Restricted Subsidiary in connection
with any letter of intent or purchase agreement;



 






    -45- 


     


    

 


		(dd)	Liens in the nature of the right of setoff in favor of counterparties to contractual agreements
with the Company or any Restricted Subsidiary in the ordinary course of business;



 


		(ee)	Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a
reclaiming seller of goods or buyer of goods;



 


		(ff)	Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge
or redemption of Debt;



 


		(gg)	Liens Incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries
with respect to Obligations in an aggregate principal amount that does not exceed $90.0 million at any one time outstanding;



 


		(hh)	Liens securing Obligations in respect of Debt incurred pursuant to clause (xxii) of the definition
of the term “Permitted Debt” so long as such Debt constitutes Additional Second Lien Obligations;



 


		(ii)	Liens arising or imposed under ERISA or the Code in connection with any “plan” (as
defined in ERISA); provided that reasonable and appropriate provision has been made in accordance with GAAP for the payment
of the obligations secured thereby;



 


		(jj)	Liens on accounts receivable and any assets related thereto, customarily created in connection
with sales, assignments, transfers or other dispositions of accounts receivable in transactions not involving the Incurrence of
Debt, and entered into in the ordinary course of business and consistent with past practice;



 


		(kk)	Liens securing Cash Management Agreements and related Obligations entered into in the ordinary
course of business;



 


		(ll)	Liens (x) deemed to exist in connection with Permitted Investments in repurchase agreements, (y)
on cash advances in favor of the seller of any property to be acquired in an Investment to be applied against the purchase price
for such Investment or (z) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction
permitted under this Indenture in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the
case may be, would have been permitted on the date of creation of such Lien;



 


		(mm)	Liens securing Obligations in respect of Debt incurred pursuant to the first paragraph of
                                                              Section 4.9; provided, that (x) such Liens may secure Debt that constitutes either Additional Second Lien Obligations
                                                              or Junior Lien Obligations to the extent the Consolidated Secured Net Debt Ratio for the most recently ended Four-Quarter
                                                              Period the date on which such Debt is Incurred would have been no greater than 4.50 to 1.00, determined on a Pro Forma Basis,
                                                              and (y) otherwise, such Liens may secure Debt that constitutes Junior Lien Obligations;



 






    -46- 


     


    

 


		(nn)	other Liens securing obligations which do not exceed an amount at any one time outstanding equal
to the greater of (x) $400.0 million and (y) 7.0% of Consolidated Total Assets;



 


		(oo)	Liens pursuant to the Escrow and Security Agreement; and



 


		(pp)	any extensions, modifications, refundings, substitutions, replacements or renewals (or successive
extensions, refundings, replacements or renewals) of the foregoing.



 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited
partnership, Governmental Authority or other entity.


 


“Pro
Forma Basis” means, with respect to the calculation of any test, financial ratio, basket or covenant under this
Indenture, including for purposes of determining the Consolidated Fixed Charge Coverage Ratio, the Consolidated Total Net
Leverage Ratio, the Consolidated Secured Net Debt Ratio, and Consolidated Total Assets, of any Person and its Restricted
Subsidiaries, or the Borrowing Base, as of any date, that pro forma effect will be given to the transactions and
events giving rise to the need to make such calculation, including any acquisition, merger, amalgamation, consolidation,
Investment, Incurrence of Debt (including Debt issued, Incurred or assumed or repaid or redeemed as a result of, or to
finance, any relevant transaction and for which any such test, financial ratio, basket or covenant is being calculated), any
other issuance or redemption of preferred stock or Disqualified Stock, Asset Sales or other sales, transfers and other
dispositions or discontinuance of any Subsidiary, lines of business, divisions, segments or operating units, any operational
change (including the entry into any material contract or arrangement) or any designation of a Restricted Subsidiary as an
Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Restricted Subsidiary, in each case, that have occurred during
the Company’s four most recent full fiscal quarters for which internal financial statements are available immediately
preceding the date of the transaction or event giving rise to the need to make such calculation (such four full fiscal
quarter period being referred to herein as the “Four-Quarter Period”), or subsequent to the end of such
Four-Quarter Period but on or prior to or simultaneously with the date of calculation or event or transaction for which a
determination under this definition is made (including any such event occurring at a Person who became a Restricted
Subsidiary of the subject Person or was merged, amalgamated or consolidated with or into the subject Person or any other
Restricted Subsidiary of the subject Person after the commencement of the applicable Four-Quarter Period), as if each such
event and transaction occurred on the first day of that Four-Quarter Period. Whenever pro forma effect is to be given with
respect to a transaction or event pursuant to this definition, pro forma calculations with respect thereto may
include the amount of “run-rate” cost savings, operating expense reductions (including as a result of
entering into any material contract or arrangement, strategic initiatives and purchasing improvements) charges attributable
to the undertaking and/or implementation of cost savings initiatives and improvements, business optimization and other
restructuring and integration charges and other synergies resulting from or relating to such transaction or event projected
by the Company in good faith to be realized as a result of actions taken or with respect to which substantial steps have been
taken or are expected to be taken (calculated on a pro forma basis as though such net costs savings, operating expense
reductions, charges and other synergies had been realized on the first day of such period and as if such net costs savings,
operating expense reductions, charges and other synergies were realized during the entirety of such period and such that
“run-rate” means the full recurring benefit for a period that is associated with any action taken, for which
substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination
of a public target’s compliance costs with Public Company Costs) net of the amount of actual benefits realized during
such period from such actions), and any such adjustments shall be included in the initial pro forma calculations of such
financial ratios, tests baskets or covenants relating to such transaction or event (and in respect of any subsequent pro
forma calculations in which such transaction or costs savings, operating expense reductions and synergies are given pro forma
effect) and during any applicable subsequent Four-Quarter Period for any subsequent calculation of such financial ratios,
tests, baskets and covenants; provided that (A) such amounts are reasonably identifiable and factually supportable in
the good faith judgment of the Company as set forth in an Officer’s Certificate of the Company, (B) such amounts have
been realized, or specified actions are taken or are reasonably expected to be taken, within eighteen (18) months of the date
of such transaction, and (C) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back
in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with
respect to such period. Any calculation may include adjustments appropriate to reflect all adjustments included in the
calculation of Adjusted EBITDA set forth in the Offering Memorandum.


 






    -47- 


     


    

 


For purposes of making
any computation referred to above:


 


		(1)	if any Debt bears a floating rate of interest and is being given pro forma effect, the interest
on such Debt shall be calculated as if the rate in effect on the date for which a determination under this definition is made had
been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Debt);



 


		(2)	interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital
Lease Obligation in accordance with GAAP;



 


		(3)	interest on any Debt under a revolving credit facility computed on a Pro Forma Basis shall be computed
based upon the average daily balance of such Debt during the applicable period;



 


		(4)	interest on Debt that may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually
chosen, or, if none, then based upon such optional rate chosen as the Company may designate; and



 


To the extent not already
covered above, any such calculation may include adjustments calculated in accordance with Regulation S-X under the Securities Act
of 1933, as amended.


 


“Public
Company Costs” means costs relating to compliance with the provisions of the Securities Act of 1933 and the
Securities Exchange Act of 1934, as applicable to companies with equity or debt securities held by the public, the rules of
national securities exchange companies with listed equity or debt securities, directors’ or managers’
compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to
shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and other
professional fees, and listing fees.


 






    -48- 


     


    

 


“Purchase
Money Note” means a promissory note of a Receivables Subsidiary to the Company or any of its Restricted Subsidiaries,
which note must be repaid from cash available to the Receivables Subsidiary, other than amounts required to be established as reserves
pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and
amounts paid in connection with the purchase of newly generated receivables. The repayment of a Purchase Money Note may be subordinated
to the repayment of other liabilities of the Receivables Subsidiary on terms determined in good faith by the Company to be substantially
consistent with market practice in connection with Qualified Receivables Transactions.


 


“Qualified
Equity Offering” means (i) an underwritten public equity offering of Equity Interests pursuant to an effective registration
statement under the Securities Act or (ii) a private equity offering of Equity Interests of the Company or a direct or indirect
parent entity of the Company other than any public offerings of securities to be offered to employees pursuant to employee benefit
plans.


 


“Qualified
Receivables Transaction” means any transaction or series of transactions entered into by the Company or any of its Subsidiaries
pursuant to which the Company or any of its Subsidiaries sells, conveys or otherwise transfers to (a) a Receivables Subsidiary
(in the case of a transfer by the Company or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a
Receivables Subsidiary), or may grant a security interest in or pledge, any accounts receivable or interests therein (whether now
existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto, including, without
limitation, all collateral securing such accounts receivable, all contracts and contract rights, purchase orders, security interests,
financing statements or other documentation in respect thereof, and all Guarantees, indemnities, warranties or other documentation
or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and any other assets which are
customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization
transactions involving accounts receivable and any collections or proceeds of the foregoing.


 


“Receivables
Subsidiary” means a Subsidiary of the Company:


 


		(1)	that engages in no activities other than activities in connection with the financing of accounts
receivable of the Company and/or its Restricted Subsidiaries;



 


		(2)	that is designated by the Board of Directors of the Company as a Receivables Subsidiary pursuant
to a resolution set forth in an Officer’s Certificate and delivered to the Trustee;



 


		(3)	no portion of the Debt or any other obligation (contingent or otherwise) of which (a) is at any
time Guaranteed by the Company. or any of its Restricted Subsidiaries (excluding Guarantees of obligations (other than the principal
of, and interest on, Debt) pursuant to Standard Securitization
Undertakings), (b) is at any time recourse to or obligates the Company or any of its Restricted Subsidiaries in any way, other
than pursuant to Standard Securitization Undertakings or (c) subjects any asset of the Company or any other Restricted Subsidiary
of the Company (other than accounts receivable and related assets as provided in the definition of “Qualified Receivables
Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings;



 






    -49- 


     


    

  


		(4)	with which neither the Company nor any of its Restricted Subsidiaries has any material contract,
agreement, arrangement or understanding other than (a) those entered into in the ordinary course of business on terms no less favorable
to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates
of the Company, (b) fees payable in the ordinary course of business in connection with servicing accounts receivable and (c) any
Purchase Money Note issued by such Receivables Subsidiary to the Company or any of its Restricted Subsidiaries; and



 


		(5)	with respect to which neither the Company nor any other Restricted Subsidiary of the Company has
any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain
levels of operating results.



 


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


 


“Refinancing
Debt” means Debt that refunds, refinances, renews, replaces, repays, purchases, redeems, defeases, retires or extends
any Debt permitted to be Incurred by the Company or any of its Restricted Subsidiaries pursuant to the terms of this Indenture,
whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that


 


(i)           
the Refinancing Debt is subordinated in right of payment to the Notes to at least the same extent as the Debt being refunded,
refinanced, renewed, replaced, repaid, purchased, redeemed, defeased, retired or extended, if such Debt was subordinated in right
of payment to the Notes,


 


(ii)          
the Refinancing Debt is scheduled to mature either (a) no earlier than the Debt being refunded, refinanced, renewed, replaced,
repaid, purchased, redeemed, defeased, retired or extended or (b) at least 91 days after the maturity date of the Notes,


 


(iii)          
the Refinancing Debt has a weighted average life to maturity at the time such Refinancing Debt is Incurred that is equal
to or greater than the weighted average life to maturity of the Debt being refunded, refinanced, renewed, replaced, repaid, repurchased,
redeemed, defeased, retired or extended,


 


(iv)         
such Refinancing Debt is in an aggregate principal amount that is less than or equal to the sum of (a) the aggregate principal
or accreted amount (in the case of any Debt issued with original issue discount) then outstanding under the Debt being refunded,
refinanced, renewed, replaced, repaid, purchased, redeemed, defeased, retired or extended, (b) the amount of accrued and unpaid
interest and premiums (including tender premiums), if
any, on such Debt being refunded, refinanced, renewed, replaced, repaid, purchased, redeemed, defeased, retired or extended and
(c) the amount of all fees (including underwriting discounts and other arranger fees), commissions, expenses and costs (including
original issue discounts or similar payments Incurred in connection therewith) related to the Incurrence of such Refinancing Debt,
and


 






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(v)          
such Refinancing Debt shall not include (x) Debt of a Restricted Subsidiary that is not a Guarantor that refinances Debt
of the Company or a Guarantor that could not have been initially Incurred by such Restricted Subsidiary pursuant to Section 4.9
or(y) Debt of the Company or a Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary.


 


“Registrar”
means any Person authorized by the Company to maintain the Notes Register.


 


“Registered
Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction
under the Securities Act of 1933, substantially identical notes (having the same guarantees and substantially the same collateral
provisions) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.


 


“Replacement
Assets” means (i) assets not classified as current assets under GAAP that are used or useful in a Permitted Business,
(ii) all or substantially all of the assets of, or any Equity Interests of, another Permitted Business, if, after giving effect
to any such acquisition of Equity Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company or (iii)
Equity Interests constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Company.


 


“Resale Restriction
Termination Date” has the meaning set forth in the Restricted Notes Legend.


 


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


 


“Restricted
Notes Legend” means the legend identified as such in Exhibit A hereto.


 


“Restricted
Payment” is defined to mean any of the following:


 


		(a)	any dividend or other distribution declared and paid on the Equity Interests in the Company or
any of its Restricted Subsidiaries to the direct or indirect holders thereof in their capacity as such (other than any dividends
or distributions to the extent payable in Equity Interests (other than Disqualified Stock) and dividends or distributions payable
to the Company or any of its Restricted Subsidiaries (and if such Restricted Subsidiary has
stockholders other than the Company or other Restricted Subsidiaries, to its stockholders on no more than a pro rata basis));



 






    -51- 


     


    

 


		(b)	any payment made by the Company or any of its Restricted Subsidiaries (other than to the extent
payment is made in Equity Interests (other than Disqualified Stock)) to purchase, redeem, acquire or retire for value any Equity
Interests in the Company or any of its Restricted Subsidiaries (including any issuance of Debt in exchange for such Equity Interests
or the conversion or exchange of such Equity Interests into or for Debt) other than any such Equity Interests held by the Company
or any of its Restricted Subsidiaries;



 


		(c)	any payment made by the Company or any of its Restricted Subsidiaries (other than to the extent
payment is made in Equity Interests (other than Disqualified Stock)) to redeem, purchase, repurchase, defease or otherwise acquire
or retire for value, prior to the scheduled final maturity, scheduled repayment or schedule sinking fund payment, any Debt (excluding
any intercompany Debt between the Company and any of its Restricted Subsidiaries or among Restricted Subsidiaries of the Company)
that is contractually subordinated in right of payment to the Notes or any Note Guarantee (it being understood that payments of
regularly scheduled principal and interest and mandatory prepayments, redemptions or offers to purchase shall be permitted), except
payments of principal or interest in anticipation of satisfying a sinking fund obligation or final maturity, in each case, within
one year of the due date thereof; or



 


		(d)	any Investment by the Company or any of its Restricted Subsidiaries in any Person, other than a
Permitted Investment.



 


“Restricted
Subsidiary” means the Company and any other Subsidiary of the Company that is not an Unrestricted Subsidiary.


 


“S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, and its successors.


 


“Sale and
Leaseback Transaction” means any direct or indirect arrangement, or series of arrangements, pursuant to which property,
real or personal, now owned or hereafter acquired by the Company or any of its Restricted Subsidiaries is sold, transferred or
otherwise disposed of to a Person and in connection therewith is thereafter rented or leased back by the Company or any of its
Restricted Subsidiaries from such Person with the intention to use for substantially the same purpose or purposes as the property
being sold, transferred or disposed.


 


“SEC”
means the Securities and Exchange Commission and any successor thereto. “Securities Act” means the Securities
Act of 1933, as amended.


 


“Second Lien
Claimholders” means the Initial Second Lien Claimholders (including the Collateral Agent) and any Additional Second Lien
Claimholders.


 


“Second
Lien Collateral” means any “Collateral,” “Pledged Collateral” or similar term as defined in
any Second Lien Debt Document or any other assets of the Company or any Guarantor with respect to which a Lien is granted,
purported to be granted or required to be granted pursuant to a Second Lien Debt Document as security for any Second Lien
Obligations and shall include any property or assets subject to replacement Liens or adequate protection Liens in favor of
any Second Lien Claimholder.


 






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“Second Lien
Collateral Agent” means (i) in the case of the Notes Obligations, the Collateral Agent, (ii) in the case of any
2018 Notes Obligations or the Initial Other Second Lien Claimholders, the collateral agent under the 2018 Notes Indenture and (iii)
in the case of any other Additional Second Lien Obligations and the Additional Second Lien Claimholders in respect thereof, the
Person serving as collateral agent (or the equivalent) for such Additional Second Lien Obligations and that is named as the Second
Lien Collateral Agent in respect of such Additional Second Lien Obligations in the applicable joinder agreement (each, in the case
of this clause (iii), together with its successors and assigns in such capacity, an “Additional Second Lien Collateral
Agent”).


 


“Second Lien
Collateral Documents” means the “Security Documents” or “Collateral Documents” (as defined in
the applicable Second Lien Debt Documents) and any other agreement, document or instrument pursuant to which a Lien is granted
securing any Second Lien Obligations or pursuant to which any such Lien is perfected.


 


“Second Lien
Debt” means the Initial Second Lien Debt (including the Notes) and any Additional Second Lien Debt.


 


“Second Lien
Debt Documents” means the Initial Second Lien Debt Documents (including the Notes Documents) and any Additional Second
Lien Debt Documents.


 


“Second Lien
Obligations” means the Initial Second Lien Obligations, the Notes Obligations and any other Additional Second Lien Obligations,
including Additional Notes, and shall not include, for the avoidance of doubt, any Excluded Swap Obligations.


 


“Second Lien
Pari Passu Intercreditor Agreement” means, as the context may require, (i) that certain Second Lien Pari Passu Intercreditor
Agreement, to be dated as of the Escrow Release Date, among each Second Lien Representative, each Second Lien Collateral Agent,
the Company, each Guarantor and the other parties thereto from time to time, allocating rights among the various Series of Second
Lien Obligations, and (ii) any other intercreditor agreement that may be entered into after the Escrow Release Date by the Company,
any Guarantor and the Collateral Agent in connection with Second Lien Obligations not otherwise prohibited by the Indenture (which
is not materially less favorable to the Collateral Agent and the holders of the Notes (taken as a whole) than the intercreditor
agreement referred to in clause (i) of this definition) (as certified to by the Company in an Officer’s Certificate delivered
to the Trustee and the Collateral Agent), in each case, as it may be amended, restated, supplemented and/or otherwise modified
from time to time in accordance with the terms thereof and the Indenture.


 


“Second
Lien Representative” means (i) in the case of the Initial Second Lien Claimholders, the Initial Second Lien
Representative and (ii) in the case of the 2018 Notes Obligations, Deutsche Bank Trust Company Americas in its capacity
as Second Lien Representative therefor, and in the case of any otherAdditional Second Lien Obligations and the Additional
Second Lien Claimholders in respect thereof, each trustee, administrative agent, collateral agent, security agent and similar
agent that is named as the Second Lien Representative in respect of such Additional Second Lien Obligations in the applicable
joinder agreement (each, in the case of this clause (ii), together with its successors and assigns in such capacity, an
“Additional Second Lien Representative”).


 






    -53- 


     


    

 


“Security
Agreement” means (i) the security agreement to be dated as of the Escrow Release Date among the Collateral Agent, the
Company and the Guarantors, as amended, supplemented or otherwise modified from time to time in accordance with its terms and (ii)
any other security agreement that may be entered into after the Escrow Release Date by the Company, the Collateral Agent and any
Guarantors, identical in form and substance to the security agreement referred to in clause (i) of this definition except with
such changes as are necessary for such document to be governed by applicable law and to perfect the Notes Liens in Collateral of
such Guarantors pursuant to applicable law, as amended, supplemented or otherwise modified from time to time in accordance with
its terms and the terms of this Indenture.


 


“Security
Documents” means the Security Agreement, the Intercreditor Agreement, the Second Lien Pari Passu Intercreditor Agreement,
any mortgages and all of the security agreements, hypothecs, debentures, fixed and floating charges, pledges, collateral assignments,
deeds of trust, trust deeds or other instruments evidencing or creating or purporting to create any security interests in favor
of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders and the holders of any Second Lien Obligations,
in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time.


 


“Senior Management”
means the chief executive officer and the chief financial officer of the Company.


 


“Series”
means, (x) with respect to First Lien Debt or Second Lien Debt, all First Lien Debt or Second Lien Debt, as applicable, represented
by the same Representative acting in the same capacity and (y) with respect to First Lien Obligations or Second Lien Obligations,
all such obligations secured by same First Lien Collateral Documents or same Second Lien Collateral Documents, as the case may
be.


 


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


 


“Sponsor”
means TDR Capital LLP, a limited liability company organized under the laws of England and Wales, having its registered office
at 20 Bentinck, London W1U 2EU and being registered with Companies House under number OC302604.


 


“Sponsor
Affiliates” means (a) TDR Capital II Holdings LP (as hereinafter used in this definition, the “TDR
Investor”) and any other fund (including, without limitation, any unit trust, investment trust, limited partnership
or general partnership) which is advised by, or the assets of which are managed (whether solely or jointly with others) from
time to time by, the Sponsor or the TDR Investor (or a group controlled by and whose members include the Sponsor and/or the
TDR Investor or their Affiliates (other than Holdings or any of its Subsidiaries or any portfolio company of the Sponsor or
the TDR Investor)); and (b) any other fund (including, without limitation, any unit trust, investment trust, limited
partnership or general partnership) of which the Sponsor or the TDR Investor (or a group controlled by and whose members
include the Sponsor and/or the TDR Investor or their Affiliates (other than Holdings or any of its Subsidiaries or any
portfolio company of the Sponsor or the TDR Investor)) or the TDR Investor’s general partner, trustee or nominee, is a
general partner, manager, adviser, trustee or nominee (but, for the avoidance of doubt, excluding any of Holdings or any of
its Subsidiaries or any portfolio company of the Sponsor or the TDR Investor).


 






    -54- 


     


    

 


 


“Standard
Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company
or any of its Subsidiaries which are reasonably customary in an accounts receivable securitization transaction in connection with
a Qualified Receivables Transaction.


 


“Stated Maturity,”
when used with respect to any Debt (including the Notes) or any installment of interest thereon, means the date specified in the
instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and
payable, and will not include any contingent obligations to repay, redeem or repurchase any such principal or interest prior to
the date originally scheduled for the payment thereof.


 


“Subsidiary”
means, with respect to any Person, (a) any corporation, association or other business entity (other than a partnership, joint venture,
limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled
to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly
or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (b) any partnership,
joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights,
total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly
or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form
of membership, general, special or limited partnership or otherwise, and (y) such Person or any Restricted Subsidiary of such
Person is a controlling general partner or otherwise controls such entity.


 


“Swap Contract”
means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or
bond index swaps or options for forward bond or forward bond price or forward bond index transactions, interest rate options, forward
foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including such obligations or liabilities
under any such master agreement.


 






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“Swap Obligation”
means, with respect any Person, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act, as amended from time to time.


 


“TIA”
means the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).


 


“Transaction
Expenses” means any fees or expenses incurred or paid by the Company or its Restricted Subsidiaries in connection with
the Transactions.


 


“Transactions”
means the transactions described in the Offering Memorandum.


 


“Transfer
Restricted Notes” means Notes that bear or are required to bear the Restricted Notes Legend.


 


“Treasury
Rate” means with respect to the Notes, at any redemption date, the yield to maturity as of such redemption date of United
States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least two (2) Business Days prior to such redemption date (or, if such statistical
release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such
redemption date to June 15, 2022; provided, however, that if no published maturity exactly corresponds with
such date, then the Treasury Rate shall be interpolated or extrapolated on a straight-line basis from the arithmetic mean of the
yields for the next shortest and next longest published maturities; provided further, however, that if the period
from such redemption date to June 15, 2022, is less than one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year will be used.


 


“Trustee”
has the meaning set forth in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions
of this Indenture and, thereafter, means the successor.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that,
in the event that, if by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect
to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of
New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions hereof relating to such perfection, priority or remedies.


 


“U.S. Government
Obligation” means:


 


		(1)	any security which is: (x) a direct obligation of the United States of America the payment of which
the full faith and credit of the United States of America is pledged or (y) 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 of the United States of America, which, in either case,
is not callable or redeemable at the option of the issuer thereof; and



  


		(2)	any depository receipt issued by a bank (as defined in the Securities Act) as custodian with respect
to any U.S. Government Obligation and held by such bank for the account of the holder of such depository 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 depository 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 depository receipt.



 






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“Voting Stock”
of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding
entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such
Person.


 


Section
1.2 Other Definitions.


 


	Term	Defined in Section
	“New ABL Facility”	1.1
	“Acquisition”	Preamble
	“Act”	12.15
	“Advanced Offer to Purchase”	4.14
	“Affiliate Transaction”	4.11
	“Agent Members”	2.6
	“Applicable Premium Deficit”	8.8
	“Authentication Order”	2.2
	“Base Currency”	12.17
	“Change of Control Offer”	4.14
	“Collateral Agent”	Preamble
	“covenant defeasance”	8.3
	“defeasance”	8.3
	“Discharge”	8.8
	
        “Escrow Merger”

        “Escrow Release”
	
        Preamble

        4.22

	“Escrow Release Date”	4.22
	“Event of Default”	6.1
	“Excess Proceeds”	4.10
	“Expiration Date”	1.1
	“Four-Quarter Period”	1.1
	“Guarantor”	4.17
	“Judgment Currency”	12.17
	“Initial Notes”	Preamble
	“legal defeasance”	8.2
	“Merger Agreement”	Preamble
	“Merger Sub”	Preamble
	“Notes Register”	2.3
	“Notes”	Preamble
	“Offer”	1.1
	“Offer Amount”	3.8
	“Payment Default”	6.1
	“Purchase Date”	1.1
	“Purchase Price”	4.14
	“QIB”	2.1
	“QIB Global Note”	2.1
	“rate(s) of exchange”	12.17
	“redemption date”	3.1
	“Regulation S”	2.1
	“Regulation S Global Note”	2.1
	“Restricted Period”	2.14
	“Reversion Date”	4.21
	“Rule 144A”	2.1
	“Special Mandatory Redemption”	3.9
	“Special Mandatory Redemption Date”	3.9
	“Special Mandatory Redemption Price”	3.9
	“Successor Guarantor”	11.5
	“Surviving Entity”	5.1
	“Suspended Covenants”	4.21
	“Suspension Period”	4.21
	“Unrestricted Subsidiary"	4.18
	“Willscot Equipment”	11.9


 






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Section
1.3 Trust Indenture Act Term.


 


The following TIA term
used in this Indenture has the following meaning:


 


“obligor”
on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes
and the Note Guarantees, respectively.


 


Section
1.4 Rules of Construction.


 


Unless the context
otherwise requires:


 


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



 


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



 


		(3)	“or” is disjunctive and not necessarily exclusive;



 


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



 


		(5)	“including” means including without limitation;



 






    -58- 


     


    

 


		(6)	unless otherwise specified, any reference to a Section or an Article refers to such Section or Article of this Indenture;



 


		(7)	references to sections of or rules under the Securities Act, the Exchange Act or the TIA shall be deemed to include substitute,
replacement or successor sections or rules adopted by the SEC from time to time;



 


		(8)	References to “$” are to U.S. Dollars; and



 


		(9)	Any reference herein to a merger, consolidation, or transfer of assets, or similar terms, shall be deemed to apply to a division
of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of
such a division or allocation), as if it were a merger, consolidation, or transfer of assets, or similar term, as applicable, to,
of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each
division of any limited liability company that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or
any other like term shall also constitute such a Person or entity).



 


Article
II



THE NOTES


 


Section
2.1 Form and Dating.


 


The Notes and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication.
The Notes initially shall be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


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


 


(a)                  
The Notes shall be issued initially in the form of one (1) or more Global Notes substantially in the form attached as Exhibit
A hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as custodian
for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.


 






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Each Global Note
shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the
aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and
transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee,
in accordance with written instructions given by the Holder thereof as required by Section 2.6.


 


Except as set forth
in Section 2.6, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to
a successor of the Depositary or its nominee.


 


(b)              
The Initial Notes are being issued by the Company only to “qualified institutional buyers” (as defined in Rule
144A under the Securities Act (“Rule 144A”)) (“QIBs”) and outside the United States to persons
other than U.S. persons in reliance upon Regulation S under the Securities Act (“Regulation S”). Initial Notes
to non-U.S. persons that are Transfer Restricted Notes may be transferred to QIBs, in reliance on Rule 144A, outside the United
States pursuant to Regulation S or to the Company, in accordance with Section 2.14. Initial Notes that are offered in reliance
on Rule 144A shall be issued in the form of one (1) or more permanent Global Notes substantially in the form set forth in Exhibit
A (the “QIB Global Note”) deposited with the Trustee, as Notes Custodian, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. Initial Notes that are resold in offshore transactions in reliance on Regulation
S shall be issued in the form of one (1) or more Global Notes substantially in the form set forth in Exhibit A (the “Regulation
S Global Note”) deposited with the Trustee, as Notes Custodian, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The QIB Global Note and the Regulation S Global Note shall each be issued with separate CUSIP
numbers. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made
on the records of the Trustee, as Notes Custodian. Transfers of Notes to QIBs or pursuant to Regulation S shall be represented
by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section
2.14.


 


(c)              
Section 2.1(b) shall apply only to Global Notes deposited with or on behalf of the Depositary.


 


The Company shall execute
and the Trustee shall, upon receipt of an Authentication Order, in accordance with Section 2.1(b) and Section 2.2, authenticate
and deliver the Global Notes, which (i) shall be registered in the name of the Depositary or the nominee of the Depositary and
(ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee
as Notes Custodian for the Depositary.


 


The Trustee shall have
no responsibility or obligation to any Holder, any member of(or a Participant in) DTC or any other Person with respect to the accuracy
of the records of DTC (or its nominee) or of any Participant or member thereof, with respect to any ownership interest in the Notes
or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of
any Notes (or other security or property) under or with respect to the Notes. The Trustee may rely (and shall be fully protected
in relying) upon information furnished by DTC with respect to its members, Participants and any owners of beneficial interests
in the Notes.





 



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(d)              
 Notes issued in certificated form, including Global Notes, shall be substantially in the form of Exhibit A attached
hereto.


 


Section
2.2 Execution and Authentication.


 


An Officer shall sign
the Notes for the Company by manual, electronic or facsimile signature.


 


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


 


A Note shall not be
valid until authenticated by the manual or electronic signature of a Responsible Officer of the Trustee. Such signature shall be
conclusive evidence that the Note has been authenticated under this Indenture.


 


The Trustee will, upon
receipt of a written order of the Company signed by one Officer of the Company (an “Authentication Order”),
authenticate Notes for original issue up to the aggregate principal amount of the Notes that may be validly issued under this Indenture
including (i) Initial Notes for original issuance in an aggregate principal amount of $650,000,000 and (ii) subject to compliance
with Sections 4.9 and 4.12, any Additional Notes for original issuance from time to time after the Issue Date.


 


The Trustee may appoint
an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless limited by the terms of such appointment,
an authenticating agent may authenticate Notes to the same extent that the Trustee may do so. Each reference in this Indenture
to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent
to deal with Holders or the Company or an Affiliate of the Company.


 


Section
2.3 Registrar; Paying Agent.


 


The Company shall maintain
(i) an office or agency (which may be an office of the Trustee or an affiliate of the Trustee) where Notes may be presented to
a Registrar for registration of transfer or for exchange and (ii) an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee) where Notes may be presented to a Paying Agent for payment. The Registrar shall keep a register of
the Notes (the “Notes Register”) and of their transfer and exchange. The Company may appoint one (1) or more
co-registrars and one (1) or more paying agents; provided, however, that at all times there shall be only one
(1) Notes Register. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes
any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or
any of its Subsidiaries may act as Paying Agent or Registrar.


 


The Company shall notify
the Trustee of the name and address of any Agent not a party to this Indenture. The Company shall enter into an appropriate agency
agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of Section 317(b) of the TIA. The
agreement shall implement the provisions of this Indenture that relate to such Agent.


 






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The Company initially
appoints the Trustee to act as the Registrar and Paying Agent and initially designates the Corporate Trust Office of the Trustee
as the office or agency of the Company for such purposes.


 


The Company initially
appoints DTC to act as the Depositary with respect to the Global Notes.


 


Section
2.4 Paying Agent to Hold Money in Trust.


 


The Company shall require
each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders
or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and
shall notify the Trustee of any Default by the Company in making any such payment. While any such Default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary
thereof) shall have no further liability for the money. If the Company or a Subsidiary thereof acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events
specified in clause (8) of the first paragraph of Section 6.1, the Trustee shall serve as Paying Agent for the Notes.


 


Section
2.5 Holder Lists.


 


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders.
If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven (7) Business Days before each interest
payment date, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Holders, including the aggregate principal amount of the Notes held by
each Holder thereof.


 


Section
2.6 Book-Entry Provisions for Global Securities.


 


(a)              
Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary,
(ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as required by Section 2.6(e).


 


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


 






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(b)              
 Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary,
its successors or their respective nominees. Beneficial interests in a Global Note may be transferred in accordance with Section
2.14 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all owners of a beneficial
interest in exchange for their beneficial interests only if the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under
the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice.


 


(c)              
In connection with the transfer of the entire Global Note to owners of beneficial interests pursuant to clause (b) of this
Section 2.6, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute,
and the Trustee shall upon receipt of an Authentication Order authenticate and deliver, to each owner of a beneficial interest
identified in writing by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal
amount of Certificated Notes of authorized denominations.


 


(d)              
The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and
persons that may hold an interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture
or any Note.


 


(e)              
Each Global Note shall bear the Global Note Legend on the face thereof. Notes offered and sold in reliance on Regulation
S shall be issued initially in the form of one or more temporary Global Notes bearing the Temporary Regulation S Notes Legend.


 


(f)               
At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased
or cancelled, all Global Notes shall be returned to or retained by the Trustee and cancelled in accordance with Section 2.11. At
any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed,
repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement
shall be made on such Global Note, by the Trustee or the Notes Custodian at the direction of the Trustee, to reflect such reduction.


 


(g)              
General provisions relating to transfers and exchanges, subject to Section 2.14:


 


(i)                
To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global
Notes and Certificated Notes at the Registrar’s request.


 


(ii)             
No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than
any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10,
3.6, 4.10, 4.14 and 9.4 hereto).


 


(iii)           
All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated
Notes shall, upon execution by the Company and authentication by the Trustee in accordance with the provisions hereof, be the
valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global
Notes or Certificated Notes surrendered upon such registration of transfer or exchange.


 






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(iv)            
The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning
at the opening of fifteen (15) days before the day of any mailing of a notice of Notes selected for redemption under Section 3.2
and ending at the close of business on the day of mailing, (B) to register the transfer of or to exchange any Note so selected
for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer
of or to exchange a Note between a record date and the next succeeding interest payment date.


 


(v)              
Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem
and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of and interest on such Note and for all other purposes, and neither the Trustee, any Agent nor the Company shall
be affected by notice to the contrary.


 


(vi)            
The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2. Except
as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange
for a Global Note.


 


(vii)           
Each Holder agrees to provide indemnity reasonably satisfactory to the Company and the Trustee against any liability that
may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture
and/or applicable United States federal or state securities law.


 


(viii)          
The Trustee shall have no 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 Agent Members or owners of beneficial interests in any Global Note) other than to require delivery
of such certificates and other documentation or evidence as are 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.


 


Section
2.7 Replacement Notes.


 


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








 



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Every replacement Note
shall be an obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.


 


Section
2.8 Outstanding Notes.


 


The Notes outstanding
at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.8 as not outstanding. Except as set forth in Section 2.9, a Note does not cease to be outstanding because the
Company or a Subsidiary of the Company holds the Note.


 


If a Note is replaced
pursuant to Section 2.7, it ceases to be outstanding except to the extent otherwise required by applicable law.


 


If the principal amount
of any Note is considered paid under Section 4.1, it ceases to be outstanding and interest on it ceases to accrue.


 


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


 


Section
2.9 Treasury Notes.


 


In determining whether
the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company or by any Affiliate of the Company shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes shown on the
Notes Register as being so owned shall be so disregarded. Notwithstanding the foregoing, Notes that are to be acquired by the Company
or an Affiliate of the Company pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by
such entity until legal title to such Notes passes to such entity.


 


Section
2.10 Temporary Notes.


 


Until Certificated
Notes are ready for delivery, the Company may prepare and the Trustee shall, upon receipt of an Authentication Order, authenticate
temporary Notes. Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Company
considers appropriate for temporary Notes. Without unreasonable delay, the Company shall execute and the Trustee shall, upon receipt
of an Authentication Order, authenticate Certificated Notes in exchange for temporary Notes.


 


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


 






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Section
2.11 Cancellation.


 


The Company at any
time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder or which the Company
may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee upon the receipt
of a cancellation request from the Company signed by an Officer. All Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation if surrendered to any Person other than the Trustee, shall be delivered to the Trustee. The
Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation.
Subject to Section 2.7, the Company may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered
to the Trustee for cancellation. All cancelled Notes held by the Trustee shall be cancelled and disposed of in accordance with
its customary practice, and certification of their cancellation delivered to the Company upon written request.


 


Section
2.12 [Reserved].


 


Section
2.13 CUSIP Number.


 


The Company in issuing
or otherwise dealing with the Notes may use a “CUSIP” and/or ISIN or other similar number, and if it does so, the Company
may use the CUSIP and/or ISIN or other similar number in notices of redemption or exchange as a convenience to Holders; provided
that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN or
other similar number printed in the notice or on the Notes and that reliance may be placed only on the other identification numbers
printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the CUSIP and/or ISIN or other
similar number.


 


Section
2.14 Special Transfer Provisions.


 


Unless and until a
Transfer Restricted Note is transferred or exchanged pursuant to an exemption under the Securities Act or under an effective registration
statement under the Securities Act the following provisions shall apply:


 


(a)              
Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer
of a Transfer Restricted Note (other than pursuant to Regulation S):


 


(i)                
The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made
by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form
attached to the Note and (b) a letter substantially in the form set forth in Exhibit B hereto.


 


(ii)              If
the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the
Regulation S Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions
given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on
its books and records the date and an increase in the principal amount of the QIB Global Note in an amount equal to the
principal amount of the beneficial interest in the Regulation S Global Note to be so transferred, and the Registrar shall
reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global
Note.


 






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(b)              
Transfers Pursuant to Regulation S. On or after the termination of the Restricted Period (as defined in United States Treasury
Regulations Section 1.163 -5(c)(2)(i)(D)(7)), interests in a Global Note bearing the Temporary Regulation S Notes Legend shall
be exchangeable for corresponding interests in a Global Note. Prior to the expiration of the Restricted Period, transfers of beneficial
interests in a Global Note bearing the Temporary Regulation S Notes Legend may not be made to a U.S. Person or for the account
or benefit of a U.S. Person (other than an Initial Purchaser). Transfers of beneficial interests in a Global Note bearing the Temporary
Regulation S Notes Legend only may be transferred upon (A) delivery by a beneficial owner of an interest therein to the Depositary
or its nominee (as the case may be) of a written certification in the form of Exhibit C, and (b) delivery by the transferee
of such interest to the Depositary or its nominee (as the case may be) of a written certification in the form of Exhibit C.
After the expiration of the Restricted Period, the Registrar shall register the transfer of any Regulation S Global Note without
requiring any additional certification. The following provisions shall apply with respect to registration of any proposed transfer
of a Transfer Restricted Note pursuant to Regulation S:


 


(i)                
The Registrar shall register any proposed transfer of a Transfer Restricted Note pursuant to Regulation S by a Holder if
such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate
of transfer in the form attached to the Note and (b) a written certificate in the form of Exhibit C hereto.


 


(ii)             
If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest
in a QIB Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given
in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books
and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal
amount of the beneficial interest in the QIB Global Note to be transferred, and the Registrar shall reflect on its books and records
the date and an appropriate decrease in the principal amount of the QIB Global Note.


 


(c)              
[Reserved].


 


(d)              
[Reserved].


 






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(e)              
Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend,
the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Until the Resale Restriction Termination Date,
upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes
that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory
to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain
compliance with the provisions of the Securities Act. On and after the Resale Restriction Termination Date, upon the transfer,
exchange or replacement of Notes bearing the Restricted Notes Legend, which transfer, exchange or replacement may be initiated
by the Company, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon request by any Holder, the
Company shall cooperate to have the Restricted Notes Legend removed if the Company has determined such legend is no longer required.
At any time on or after the Resale Restriction Termination Date with respect to a Note, if such Note is represented by one or
more Global Notes that bear the Restricted Notes Legend, the Company shall remove the Restricted Notes Legend on such Note by:


 


		(1)	providing written notice to the Trustee and the Registrar that the Resale Restriction Termination Date has occurred and instructing
the Trustee to remove the Restricted Notes Legend from such Global Notes;



 


		(2)	providing written notice to each Holder of such Global Notes, which notice will state that the Restricted Notes Legend has
been removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global
Note;



 


		(3)	providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed
to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed in such notice; and



 


		(4)	complying with any Applicable Procedures for legend removal.



 


(f)         
General. By its acceptance of any Note bearing the Restricted Notes Legend, each Holder of such a Note acknowledges
the applicable restrictions on transfer of such Note set forth in this Indenture and in the Restricted Notes Legend and agrees
that it shall transfer such Note only as provided herein and therein.


 


Section
2.15 Issuance of Additional Notes.


 


The Company shall be
entitled to issue Additional Notes under this Indenture that shall have identical terms as the Initial Notes, other than with respect
to the date of issuance, issue price, accreted value, CUSIP or ISIN numbers, first interest payment date and amount of interest
payable on the first interest payment date applicable thereto, as applicable; provided that such issuance is not otherwise
prohibited by the terms of this Indenture, including Section 4.9 and Section 4.12. All Notes issued under this Indenture (including
Additional Notes) shall be treated as a single class for all purposes under this Indenture including for purposes of any vote,
consent, waiver or other act of Holders; provided, however, that if any such Additional Notes are not fungible with
other Notes issued hereunder for federal income tax purposes, then such additional Notes shall have a separate CUSIP number.


 


With respect to any
Additional Notes, the Company shall set forth in an Officer’s Certificate, a copy of which shall be delivered to the Trustee,
the following information:


 


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



 






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		(2)	the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount
of interest payable on such first interest payment date applicable thereto and the date from which interest shall accrue.



 


Article
III



REDEMPTION AND PREPAYMENT


 


Section
3.1 Notices to Trustee.


 


If the Company elects
to redeem Notes pursuant to Section 3.7, it shall furnish to the Trustee, at least fifteen (15) days but not more than sixty (60)
days (or such shorter period as is acceptable to the Trustee) before a date fixed for redemption (the “redemption date”),
an Officer’s Certificate setting forth (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii)
the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the Redemption Price.


 


Section
3.2 Selection of Notes to Be Redeemed.


 


If less than all of
the Notes are to be redeemed at any time pursuant to Section 3.7, the Trustee will select the Notes (or portions thereof) on a
pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate (subject to the Depositary’s
procedures as applicable); provided that no Notes of $2,000 principal amount or less will be redeemed in part. The
Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify
the Company in writing of the Notes selected for redemption. The Trustee may select for redemption portions (equal to $2,000 or
integral multiples of $1,000 in excess thereof) of Notes that have denominations larger than $2,000.


 


Section
3.3 Notice of Redemption.


 


At least fifteen (15)
days but not more than sixty (60) days before a redemption date, the Company shall mail or cause to be mailed by first class mail
(or, deliver electronically if held by DTC or in accordance with DTC’s applicable procedures), a notice of redemption to
each Holder whose Notes are to be redeemed at its registered address and for the Notes registered in the name of the Depositary,
in accordance with the Depositary’s applicable procedures.


 


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


 


		(1)	the redemption date;



 


		(2)	the Redemption Price;



 


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



 






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		(4)	the name, telephone number and address of the Paying Agent;



 


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



 


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



 


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



 


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



 


At the Company’s written request,
the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense; provided,
however, that the Company shall have delivered to the Trustee at least twenty (20) days prior to the redemption date (or
such shorter period as is acceptable to the Trustee), an Officer’s Certificate requesting that the Trustee give such notice
and setting forth the information to be stated in the notices as provided in the preceding paragraph. The notice sent in the manner
herein provided shall be conclusively presumed to have been duly given whether or not a Holder receives such notice. In any case,
failure to give such notice by mail (or electronically if held by DTC) or any defect in the notice to the Holder of any Note shall
not affect the validity of the proceeding for the redemption of any other Note.


 


Notwithstanding any
of the foregoing, notices of redemption may be sent more than sixty (60) days prior to a redemption date if the notice is issued
in connection with a satisfaction and discharge of this Indenture.


 


Section
3.4 Effect of Notice of Redemption.


 


Once notice of redemption
is mailed in accordance with Section 3.3, subject to any conditions, Notes called for redemption become irrevocably due and payable
on the redemption date at the Redemption Price. On and after the redemption date, interest shall cease to accrue on Notes or portions
thereof called for redemption, provided that the Company has delivered the requisite funds to the Trustee or the Paying
Agent.


 


Section
3.5 Deposit of Redemption Price.


 


On or before 11:00
a.m. (New York City time) on each redemption date the Company shall deposit with the Trustee or with the Paying Agent (other than
the Company or a Subsidiary thereof) money sufficient to pay the Redemption Price (including any applicable premium) of and accrued
and unpaid interest, if any, for all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to
the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the
Redemption Price (including any applicable premium) of, and accrued and unpaid interest, if any, on, all Notes to be redeemed.


 






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Section
3.6 Notes Redeemed in Part.


 


In the case of Certificated
Notes, upon surrender and cancellation of a Note that is redeemed in part, the Company shall execute and, upon receipt of an Authentication
Order, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.


 


Section
3.7 Optional Redemption.


 


(a)              
Special Optional Redemption. At any time and from time to time prior to the Outside Date, the Company may determine,
in its sole discretion, that the Escrow Conditions will not be satisfied in full on or prior to 5:00 pm, New York City time, on
the Outside Date and at its option, may redeem the Notes in whole, but not in part at a redemption price equal to 100% of the issue
price of the Notes, plus accrued and unpaid interest, if any, to but not including, the redemption date. If the Company exercises
this option, the Company will redeem all Notes then outstanding with the amounts held in the Escrow Account upon ten (10) days’
prior notice to the Holders and the Trustee.


 


(b)              
Optional Redemption on or After June 15, 2022. At any time and from time to time on and after June 15, 2022, the
Company, at its option, may redeem the Notes, in whole or in part, upon not less than fifteen (15) nor more than sixty (60) days’
prior written notice to Holders and not less than twenty (20) days’ prior written notice to the Trustee (or such shorter
timeline as the Trustee may agree), at the redemption prices (expressed as percentages of the principal amount of the Notes to
be redeemed) set forth below, plus accrued and unpaid interest, if any, to but not including the applicable redemption date (subject
to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to
the redemption date), if redeemed during the 12-month period beginning on June 15 of each of the years set forth below.


 


	Year	 	Redemption Price	 
	2022	 	 	103.063	%
	2023	 	 	101.531	%
	2024 and thereafter	 	 	100.000	%



 


(c)              
Optional Redemption with Proceeds of Qualified Equity Offerings. At any time and from time to time prior to June
15, 2022, upon not less than fifteen (15) nor more than sixty (60) days’ prior written notice to Holders and not less than
twenty (20) days’ prior written notice to the Trustee (or such shorter timeline as the Trustee may agree), the Company, at
its option, may redeem up to 40% of the aggregate principal amount of the outstanding Notes (including any Additional Notes) at
a redemption price equal to 106.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to
but not including the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest
due on an interest payment date falling on or prior to the redemption date) if:


 


		(1)	such redemption is made with the net proceeds of one or more Qualified Equity Offerings;



 






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		(2)	at least 60% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture remains
outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or its Subsidiaries);
and



 


		(3)	the redemption occurs within 90 days following the closing of such Qualified Equity Offering.



 


(d)              
Optional Redemption at Make-Whole Price. At any time and from time to time prior to June 15, 2022, upon not less
than fifteen (15) nor more than sixty (60) days’ prior written notice to Holders and not less than twenty (20) days’
prior written notice to the Trustee (or such shorter timeline as the Trustee may agree), the Company, at its option, may redeem
the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes, plus the Applicable Premium
as of, and accrued and unpaid interest to but not including the redemption date (subject to the right of Holders on the relevant
record date to receive interest due on an interest payment date falling on or prior to the redemption date).


 


(e)              
Optional Redemption before June 15, 2022. At any time and from time to time prior to June 15, 2022, upon not
less than fifteen (15) nor more than sixty (60) days’ prior written notice to Holders and not less than twenty (20) days’
prior written notice to the Trustee (or such shorter timeline as the Trustee may agree), the Company, at its option, may redeem
up to 10% of the aggregate principal amount of the outstanding Notes (including any Additional Notes) during each twelve-month
period commencing with the Issue Date, at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus
accrued and unpaid interest, if any, to but not including the applicable redemption date (subject to the right of Holders on the
relevant record date to receive interest due on an interest payment date falling on or prior to the redemption date).


 


(f)               
Notice of any redemption or any redemption in respect of the Notes may, at the Company’s discretion, be subject to
one or more conditions precedent, including, but not limited to, completion of any related Qualified Equity Offering. In addition,
if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each
such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until
such time as any or all such conditions shall be satisfied (or waived), or such redemption may not occur and such notice, upon
written notice to the Trustee, may be rescinded in the event that any or all such conditions shall not have been satisfied (waived)
by the redemption date as stated in such notice, or by the redemption date as so delayed; provided that in no event
shall such redemption date be delayed to a date later than sixty (60) days after the date on which the original redemption notice
was sent. The Company shall provide notice to the Trustee at least one Business Day prior to the then scheduled redemption date
of the delayed redemption date or the rescinding of the redemption notice. The Company may provide in such notice that payment
of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by
another Person.


 






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(g)              
 Unless the Company defaults in the payment of the applicable redemption price, interest will cease to accrue on the Notes
or portions thereof called for redemption on the applicable redemption date.


 


Section
3.8 Offer to Purchase.


 


In the event that the
Company shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or a Change of Control Offer, the Company
shall follow the procedures specified below.


 


On the Purchase Date,
the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary in the case of
an Asset Sale Offer, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Offer to Purchase and not withdrawn;
provided, however, that the authorized denominations of the Notes are maintained. All such Notes delivered in response
of an Offer to Purchase shall be in $2,000 principal amounts or an integral multiple of $1,000 in excess thereof.


 


On the Purchase Date,
the Company shall purchase the aggregate principal amount of Notes so accepted for payment (the “Offer Amount”).
If the Purchase Date is on or after the interest record date and on or before the related interest payment date, accrued and unpaid
interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date,
and no additional interest shall be payable to the Holders who tender Notes pursuant to the Offer to Purchase.


 


On or before 11:00
a.m. (New York City time) on each Purchase Date, the Company shall deposit with the Trustee or Paying Agent (other than the Company
or a Subsidiary thereof) the aggregate purchase price equal to the Offer Amount, together with accrued and unpaid interest, if
any, for all the Notes accepted for payment (taking into account the provisions of the immediately preceding paragraph). The Trustee
or the Paying Agent shall promptly, following such payment to Holders, return to the Company any money deposited with the Trustee
or Paying Agent by the Company in excess of the amounts necessary to pay the Offer Amount together with accrued and unpaid interest,
if any, on the Notes accepted for payment and not withdrawn (taking into account the provisions of the immediately preceding paragraph).
The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than three (3) Business
Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered
by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest, if any, on the Notes accepted for
payment (taking into account the provisions of the immediately preceding paragraph), and the Company shall promptly issue a new
Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver at the expense of the Company
such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder’s Notes surrendered;
provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Offer to Purchase on or as soon as reasonably practicable after the Purchase Date.


 






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Other than as specifically
provided in this Section 3.8, any purchase pursuant to this Section 3.8 shall be made pursuant to the provisions of Sections 3.1
through 3.6 hereof.


 


Section
3.9 Special Mandatory Redemption


 


On the Issue Date,
the Escrow Issuer will enter into the Escrow and Security Agreement pursuant to which the Initial Purchasers and the Escrow Issuer
(or one of the Escrow Issuer’s affiliates) will deposit the Escrow Property into the Escrow Account. The Escrow Issuer will
only be entitled to direct the Escrow Agent to release the Escrow Property in accordance with the terms of the Escrow and Security
Agreement. In the event that (1) the Escrow Issuer shall have notified the Trustee and the Escrow Agent in writing that the Acquisition
will not be consummated on or prior to the Outside Date, (2) the Escrow Issuer shall have notified the Trustee and the Escrow Agent
in writing that the Escrow Conditions will not be satisfied in full on or prior to the Outside Date, (3) the Escrow Issuer shall
have notified the Trustee and the Escrow Agent in writing that the Acquisition will not be consummated or that the Merger Agreement
has been terminated, or (4) the Acquisition has not been consummated by the Outside Date (any such event, a “Special Mandatory
Redemption Event”), the Escrow Agent or the Paying Agent shall release and deliver the Escrowed Funds to the Trustee
not later than the third Business Day succeeding the date of any such notice (any such notice being referred to herein as “Special
Redemption Notice”), and the Trustee or the Paying Agent will apply such Escrow Property to redeem all of the Notes (the
“Special Mandatory Redemption”) at a price equal to 100% of the initial purchase price of such Note plus accrued
and unpaid interest thereon to (but not including) the date fixed for such redemption (the “Special Mandatory Redemption
Date”) as specified in the Special Redemption Notice, which date may be no later than five (5) Business Days after the
Outside Date. Concurrently with the delivery of the Special Redemption Notice, the Escrow Issuer will instruct the Trustee to,
at the Escrow Issuer’s expense, send (by first-class mail to each Holder’s registered address or otherwise in accordance
with the procedures of DTC) a notice that a Special Mandatory Redemption will occur on the Special Mandatory Redemption Date. Upon
the consummation of the Acquisition, the foregoing provisions regarding the Special Mandatory Redemption will cease to apply.


 


Section
3.10 Mandatory Redemption.


 


The Company shall not
be required to make mandatory redemption or sinking fund payments with respect to the Notes other than a Special Mandatory Redemption,
if applicable, pursuant to Section 3.9; provided, however, that under certain circumstances, the Company may be required
to offer to purchase the Notes described under Sections 4.10 and 4.14 hereof. The Company may at any time and from time to time
purchase the Notes in the open market or otherwise.


 



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Article
IV




COVENANTS


 


Section
4.1 Payment of Notes.


 


The Company shall pay
or cause to be paid through the Paying Agent the principal of, premium, if any, and interest on the Notes on the dates and in the
manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid for all purposes hereunder on the
date the Paying Agent, if other than the Company or a Subsidiary thereof, holds, as of 11:00 a.m. (New York City time), money deposited
by the Company in immediately available funds and designated for and sufficient to pay all such principal, premium, if any, and
interest then due. All of the funds provided to the Paying Agent must be in U.S. Dollars.


 


Section
4.2 Maintenance of Office or Agency.


 


The Company shall maintain
an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.
The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or
agency.


 


The Company may also
from time to time designate one (1) or more other offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations. The Company shall 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.


 


Section
4.3 Reports.


 


Notwithstanding that
the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will provide
the Trustee with such annual and quarterly reports and such information, documents and other reports as are specified in Sections
13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and
reports to be so provided at the times specified for the filing of such information, documents and reports under such Sections.


 


Notwithstanding the
foregoing, the Company will not be required to furnish any information required by Rule 3-05, 3-09 or 3-10 of Regulation S-X.


 


The financial statements,
information and other documents required to be provided as described above may be those of (i) the Company or (ii) any direct or
indirect parent of the Company; provided that, if the financial information so delivered relates to such direct or indirect
parent of the Company, and such parent conducts, transacts or engages in any material business or operations other than its direct
or indirect ownership of all of the Equity Interests in, and its management, of the Company, the same is accompanied by a reasonably
detailed description of the quantitative differences between the information relating to such parent, on the one hand, and the
information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.


 






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The Company will not
be required to provide the Trustee with any such information, documents or reports that are filed with the SEC and the Trustee
shall have no responsibility whatsoever to determine if such reports and information have been filed with the SEC or to monitor
the Company’s filings.


 


Notwithstanding anything
herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations hereunder for purposes
of Section 6.1(5) until 120 days after the date any report hereunder is due.


 


Any such reports delivered
or filed by the Company with the Trustee shall be considered for informational purposes only and the Trustee’s receipt of
such reports shall not constitute notice or actual knowledge of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on an Officer’s Certificate).


 


Section
4.4 Compliance Certificate.


 


The Company shall deliver
to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate stating, as to each such Officer
signing such certificate, that, to his or her knowledge, each of the Company and the Guarantors is not in default as of the end
of such fiscal year in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with respect thereto) and that, to his or her knowledge, no
event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest
on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes
to take with respect thereto.


 


The Company shall,
so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer of the Company becoming aware of
any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.


 


Section
4.5 Taxes.


 


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


 


Section
4.6 Stay, Extension and Usury Laws.


 


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


 






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Section
4.7 Limitation on Restricted Payments.


 


The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of such Restricted
Payment:


 


(a)              
no Event of Default shall have occurred and be continuing or would occur as a consequence thereof;


 


(b)              
after giving effect to such Restricted Payment on a Pro Forma Basis, the Company could Incur at least $1.00 of additional
Debt (other than Permitted Debt) pursuant to the provisions described in the first paragraph under Section 4.9; and


 


(c)              
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its
Restricted Subsidiaries after the Escrow Release Date (excluding Restricted Payments permitted by clauses (ii) through (xii) and
(xiv) through (xvi) of the next succeeding paragraph), shall not exceed the sum (without duplication) of:


 


(1)              
50% of the Consolidated Net Income (or, if Consolidated Net Income shall be a deficit, minus 100% of such deficit) of the
Company accrued on a cumulative basis during the period (taken as one accounting period) from and including January 1, 2021 and
ending on the last day of the Company’s most recently ended fiscal quarter for which internal financial statements are available
at the time of such Restricted Payment, plus


 


(2)              
100% of the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company
subsequent to the Escrow Release Date either (i) as a contribution to its common equity capital or (ii) from the issuance or sale
(other than to a Restricted Subsidiary) of its Equity Interests (other than Disqualified Stock); provided that (x)
this shall apply only to the extent such net proceeds have not been used to make any Restricted Payments pursuant to clauses (ii)
and (iii)(y) of the next succeeding paragraph and (y) such proceeds shall not include any Available Excluded Contribution Amount
that has been used to make a Restricted Payment, plus


 


(3)               the
amount equal to the sum of (x) the net reduction in Investments (other than Permitted Investments) made by the Company or any
Restricted Subsidiary, subsequent to the Escrow Release Date, in any Person, resulting from payments of interest on Debt,
dividends, repayments of loans or advances, repurchases, repayments or redemptions of such Investments by such Person;
proceeds (including the Fair Market Value of property other than cash) representing the return of capital; and proceeds
(including the Fair Market Value of property other than cash) received upon the sale or other disposition of such Investments
and (y) in the event that any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, the portion (proportionate
to the Company’s or any Restricted Subsidiary’s equity interest in such Subsidiary) of the Fair Market Value of
the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is re-designated as a Restricted
Subsidiary; provided, however, that the foregoing sum will not exceed, in the case of any such Person, the
amount of Investments (other than Permitted Investments) previously made (and treated as a Restricted Payment) by the Company
or any Restricted Subsidiary in such Person or Unrestricted Subsidiary, plus


 






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(4)              
the amount by which Debt of the Company and its Restricted Subsidiaries is reduced on the Company’s balance sheet
upon the conversion into or exchange (other than by a Restricted Subsidiary of the Company) subsequent to the Escrow Release Date
for Equity Interests (other than Disqualified Stock) of the Company or any of its Restricted Subsidiaries (less the amount of any
cash, or the Fair Market Value of any other property, distributed by the Company or any of its Restricted Subsidiaries (other than
to the Company or any of its Restricted Subsidiaries) upon such conversion or exchange), plus


 


(5)              
$250.0 million.


 


Notwithstanding the
foregoing provisions, the Company and its Restricted Subsidiaries may take the following actions:


 


(i)              
the payment of any dividend or distribution or the consummation of any redemption within sixty (60) days after the date
of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration
or notice, the dividend, distribution or redemption payment would have complied with the provisions of this Indenture;


 


(ii)            
any Restricted Payment made in exchange for, or with the net proceeds from, the substantially concurrent issuance or sale
(other than to a Restricted Subsidiary of the Company) of Equity Interests (other than Disqualified Stock) of the Company (or any
direct or indirect parent of the Company) or a substantially concurrent equity contribution received by the Company or such Restricted
Subsidiary;


 


(iii)           
the making of any payment (including a sinking fund payment) on or with respect to, or the purchase, repurchase, redemption,
defeasance, acquisition or retirement for value of any Debt or Disqualified Stock of the Company or any of its Restricted Subsidiaries
that is subordinate in right of payment to the Notes or to any Note Guarantee (A) with, in exchange for, or with the net proceeds
from (x) an Incurrence of new Debt of the Company or any of its Restricted Subsidiaries, as the case may be, Incurred in accordance
with this Indenture or (y) an issuance or sale of Equity Interests (other than Disqualified Stock) of the Company (or any direct
or indirect parent of the Company), and/or any capital contribution in respect of such Equity Interests (other than any amount
that has been added to the Available Excluded Contribution Amount), and (B) as a result of the conversion of all or any portion
of such Debt or Disqualified Stock into Equity Interests of the Company (or any direct or indirect parent of the Company) (other
than Disqualified Stock of the Company);


 






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(iv)            
 the purchase, repurchase, redemption, retirement or other acquisition for value of Equity Interests in the Company or any
direct or indirect parent of the Company held by current or former officers, directors, employees or consultants (or their respective
permitted transferees, estates or beneficiaries under their estates) of any such parent, the Company or any of its Restricted Subsidiaries;
provided that the aggregate consideration paid for such purchase, repurchase, redemption, retirement or other acquisition
for value of such Equity Interests does not exceed in any calendar year the greater of (x) $25.0 million and (y) 0.5% of Consolidated
Total Assets (plus the amount of net cash proceeds received by the Company and its Restricted Subsidiaries (a) in respect
of “key-man” life insurance, (b) from the issuance of Equity Interests by the Company to members of management
of the Company and its Subsidiaries, to the extent that those amounts did not provide the basis for any previous Restricted Payment
and (c) amounts obtained by any direct or indirect parent of the Company (to the extent contributed to the Company or a Restricted
Subsidiary) during the applicable calendar year from the sale of Equity Interests to other officers, directors, employees or consultants
of such parent and its Subsidiaries in connection with any permitted compensation or incentive arrangements) in any calendar year;
provided that any unused amounts in any fiscal year may be carried forward to one or more future periods; provided,
further, that the aggregate amount of repurchases made pursuant to this clause (iv) may not exceed the greater of (x) $60.0
million and (y) 1.0% of Consolidated Total Assets (plus the amount of net cash proceeds received by the Company and its
Restricted Subsidiaries (a) in respect of “key-man” life insurance, (b) from the issuance of Equity Interests by
the Company to members of management of the Company and its Subsidiaries, to the extent that those amounts did not provide the
basis for any previous Restricted Payment, and (c) amounts obtained by any direct or indirect parent of the Company (to the extent
contributed to the Company or a Restricted Subsidiary) during the applicable calendar year from the sale of Equity Interests to
other officers, directors, employees or consultants of such parent and its Subsidiaries in connection


with any permitted compensation
or incentive arrangements) in any calendar year;


 


(v)              
repurchases of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable
securities to the extent such Equity Interests represent all or a portion of the exercise price of those stock options, warrants
or other convertible or exchangeable securities or all or a portion of any taxes required to be withheld in connection with such
exercise;


 


(vi)            
the prepayment of Debt owed by the Company or any of its Restricted Subsidiaries to the Company or any of its Restricted
Subsidiaries, the Incurrence of which was permitted pursuant to Section 4.9;


 


(vii)         
the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of
its Restricted Subsidiaries issued or Incurred in compliance with Section 4.9 to the extent such dividends are included in the
definition of “Consolidated Fixed Charges”;


 


(viii)       
the declaration of any dividend or distribution by any of the Company’s Restricted Subsidiaries to the holders of
its Equity Interests on a pro rata basis;


 






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(ix)        
 upon the occurrence of (i) a Change of Control and after the completion of the Offer to Purchase pursuant to Section 4.14
or (ii) an Asset Sale to the extent that an Offer to Purchase is required to be made in accordance with this Indenture and after
the completion of the Offer to Purchase pursuant to Section 4.10 (including, in each case, the purchase of all Notes validly tendered
(and not withdrawn), any purchase, defeasance, retirement, redemption or other acquisition of Debt that is contractually subordinated
in right of payment to the Notes or any Note Guarantee required under the terms of such Debt as a result of such Change of Control
or Asset Sale, as applicable;


 


(x)         
payments or distributions of Equity Interests or Debt or other securities of an Unrestricted Subsidiary;


 


(xi)        
Restricted Payments to a direct or indirect parent of the Company in amounts sufficient to permit such parent to pay (or
to make a dividend to permit any direct or indirect parent to pay):


 


		(A)	income tax obligations in each relevant jurisdiction, for so long as the Company or such Restricted Subsidiary is a member
of the group filing a consolidated, combined, unitary, affiliated or other similar tax return with such parent, and only to the
extent that such tax liability is directly attributable to the taxable income of the Company or such Restricted Subsidiary (that
are included in such consolidated, combined, unitary, affiliated or other similar tax return), determined as if the Company or
such Restricted Subsidiary filed a separate consolidated, combined, unitary, affiliated or other similar tax return as a stand-alone
group and will be used to pay (or to make distributions to allow any direct or indirect parent to pay), promptly, and in any event
within forty-five (45) days of the receipt thereof, the tax liability in each relevant jurisdiction in respect of such consolidated,
combined, unitary, affiliated or other similar returns;



 


		(B)	franchise taxes and other fees, taxes and expenses required to maintain such parent’s corporate existence; and



 


		(C)	(i) operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including
administrative, legal, accounting and similar expenses provided by third parties), plus any reasonable and customary indemnification
claims made by directors or officers of the Company (or any parent thereof) attributable to the ownership or operations of the
Company and its Subsidiaries or (ii) fees and expenses otherwise (1) due and payable by the Company or any of its Subsidiaries
and (2) permitted to be paid by the Company or such Subsidiary under this Indenture;



 


(xii)       
Restricted Payments in an amount not to exceed the portion, if any of the Available Excluded Contribution Amount on such
date that the Company elects to apply to this clause (xii);


 






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(xiii)       
 so long as no Event of Default shall have occurred and be continuing or would occur as a consequence thereof, dividends
on, or the purchase, redemption, defeasance or other acquisition or retirement for value of, Equity Interests in the Company or
the payment of dividends to any direct or indirect parent of the Company to fund a payment of dividends on such company’s
or parent’s common stock or to fund such company’s or parent’s purchase, redemption, defeasance or other acquisition
or retirement for value of such company’s or parent’s common stock (excluding any debt security that is convertible
into, or exercisable for, common stock), in an amount per calendar year not to exceed the sum of (A) 6% of the net cash proceeds
received by or contributed to the Company from a capital contribution or the issuance or offering of its Equity Interests after
the Escrow Release Date, other than (x) with respect to Disqualified Stock or (y) to the extent such proceeds constitute Available
Excluded Contribution Amounts the Company has elected to apply to clause (xii) above and (B) an aggregate amount not to exceed
the greater of (x) $150.0 million and (y) 5.0% of Market Capitalization;


 


(xiv)       
Restricted Payments, the proceeds of which are applied on the Escrow Release Date solely to effect the consummation of the
Transactions;


 


(xv)        
additional Restricted Payments so long as the Consolidated Total Net Leverage Ratio for the Company’s most recently
ended Four-Quarter Period for which internal financial statements are available immediately preceding the date on which any such
Restricted Payment is made would have been no greater than 3.00 to 1.00, determined on a Pro Forma Basis; and


 


(xvi)       
other Restricted Payments not in excess of an aggregate amount equal to $100.0 million.


 


For purposes of this
Section 4.7, if any Investment or Restricted Payment would be permitted pursuant to one or more provisions described above and/or
one or more of the exceptions contained in the definition of “Permitted Investments,” the Company may classify all
or any portion of such Investment or Restricted Payment in any manner that complies with this Section 4.7 and may later reclassify
from time to time all or any portion of such Investment or Restricted Payment so long as the Investment or Restricted Payment (as
so reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.


 


If any Person in which
an Investment is made, which Investment constitutes a Restricted Payment when made, thereafter becomes a Restricted Subsidiary
in accordance with this Indenture, all such Investments previously made in such Person shall no longer be counted as Restricted
Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (c) of the first paragraph
under this Section 4.7, in each case to the extent such Investments would otherwise be so counted.


 


For
purposes of this Section 4.7, if a particular Restricted Payment involves a non-cash payment, including a distribution of
assets or securities, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such
Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment,
and the Fair Market Value of any such non-cash portion shall be determined conclusively by the Board of Directors of the
Company acting in good faith.


 






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Section
4.8 Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


The Company shall not
permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:


 


(i)           
pay dividends or make any other distributions to the Company or any Restricted Subsidiary with respect to its Capital Stock
or any other interest or participation in, or measured by, its profits or pay any Debt owed to the Company or any Restricted Subsidiary
(it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends
or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions
on Capital Stock and the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other
Debt Incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any
Debt or other Obligations);


 


(ii)          
make any loans or advances to the Company or any Restricted Subsidiary (it being understood that the subordination of loans
or advances made to the Company or any of its Restricted Subsidiaries to other Debt Incurred by the Company or any of its Restricted
Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or


 


(iii)         
sell, lease or transfer any of its property or assets to the Company or any Restricted Subsidiary (it being understood that
such transfers shall not include any type of transfer described in clause (i) or (ii) above).


 


However, the preceding restrictions will
not apply to encumbrances or restrictions existing under or by reason of:


 


(a)         
agreements or instruments in effect or entered into on the Issue Date, including agreements or instruments governing Debt
outstanding on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements,
refinancings or extensions thereof; provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements, refinancings or extensions are not materially more restrictive, taken as a whole, as determined
in good faith by the Company, with respect to such dividend and other payment restrictions than those contained in the agreements
or instruments governing such Debt on the Issue Date;


 


(b)          an
agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate
solely to the property so acquired (and are not or were not created solely in contemplation of or in connection with the
acquisition thereof) and any amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements, refinancings or extensions thereof; provided that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements, refinancings or extensions are not materially more restrictive,
taken as a whole, as determined in good faith by the Company, with respect to such dividend and other payment restrictions
than those contained in the agreement prior to such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements, refinancings or extensions;


 






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(c)          
any agreement or other instrument of a Person acquired by the Company or any of its Restricted Subsidiaries in existence
at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable
to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets
of the Person and its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements, refinancings or extensions thereof; provided that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements, refinancings or extensions are not materially more restrictive, taken
as a whole, as determined in good faith by the Company, with respect to such dividend and other payment restrictions than those
contained in such agreements or other instruments prior to such amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements, refinancings or extensions;


 


(d)          
customary provisions restricting subletting or assignment of any property or asset that is subject to any lease, contract,
or license of the Company or any of its Restricted Subsidiaries or provisions in agreements that restrict the assignment or transfer
of such agreement or any rights thereunder;


 


(e)          
applicable law, rule, regulation, order, approval, license, permit or similar restriction;


 


(f)           
any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on
such assets or property;


 


(g)          
the Notes Documents, the New ABL Facility and the other Loan Documents (as defined in the New
ABL Facility, as in effect on the Escrow Release Date), the 2018 Notes Documents, and in each case any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements, refinancings or extensions thereof; provided that
such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or extensions
are not materially more restrictive, taken as a whole, as determined in good faith by the Company, with respect to such dividend
and other payment restrictions than those contained in the New ABL Facility and the other Loan Documents (as defined in the New
ABL Facility) or the 2018 Notes Documents, in each case, on the Escrow Release Date;


 


(h)          
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course
of business;


 


(i)           customary
provisions limiting the disposition or distribution of assets or property in partnership agreements, limited liability
company organizational materials, stockholder agreements, joint venture agreements, asset sale agreements, sale-leaseback
agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets (including
Equity Interests of Subsidiaries) that are the subject of such agreements;


 






    	 	-83-	 



     


    

 


(j)          
Liens permitted to be incurred under this Indenture, including under Section 4.12, that limit the right of the Company or
any of its Restricted Subsidiaries to sell or dispose of the property or assets subject to such Liens;


 


(k)         
any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted
Subsidiary pending its sale or other disposition;


 


(l)          
customary arrangements entered into or incurred by and relating exclusively to a Receivables Subsidiary in connection with
a Qualified Receivables Transaction that, in the good faith determination of the Company is reasonably necessary to effect such
Qualified Receivables Transaction;


 


(m)        
(i) purchase money obligations for property acquired in the ordinary course of business and (ii) Capital Lease Obligations
permitted under this Indenture that impose restrictions on the property purchased or leased of the nature described in clause (iii)
of the preceding paragraph of this Section 4.8;


 


(n)         
restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or
other agreement to which the Company or any Restricted Subsidiary a party entered into in the ordinary course of business;


 


(o)         
those arising in connection with any Hedging Obligations and/or Bank Product Obligations; and


 


(p)         
those arising under other Debt of the Company or any of its Restricted Subsidiaries permitted to be Incurred subsequent
to the Issue Date pursuant to Section 4.9; provided that the restrictions contained therein are not materially more
restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Indenture
or would not materially adversely affect the Company’s ability to make anticipated principal and interest payments on the
Notes, in each case, as determined in good faith by the Company.


 


Nothing contained in this Section 4.8 shall
prevent the Company or any of its Restricted Subsidiaries from creating, incurring or suffering to exist any Permitted Lien or
Permitted Collateral Lien.


 


Section
4.9 Limitation on Incurrence of Debt.


 


The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided, however,
that the Company and any Guarantor may Incur Debt (including Acquired Debt) if, the Company’s Consolidated Fixed Charge
Coverage Ratio for the Company’s most recently ended Four-Quarter Period for which internal financial statements are available
on or immediately preceding the date on which such additional Debt is Incurred, would have been at least 2.00 to 1.00, calculated
on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom).


 






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Notwithstanding
the first paragraph of this Section 4.9, the Company and its Restricted Subsidiaries may Incur Permitted Debt.


 


For purposes of determining
compliance with this Section 4.9, (x) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included
in the determination of the amount of Debt shall not be included and (y) in the event that an item of Debt meets the criteria of
more than one of the categories of Permitted Debt and/or would have been permitted to have been Incurred pursuant to the first
paragraph of this Section 4.9, the Company, in its sole discretion, may classify, and from time to time may reclassify, all or
any portion of such item of Debt as being within one or more of such categories or as being Debt permitted to be Incurred pursuant
to the first paragraph of this Section 4.9; provided that all Indebtedness outstanding under the Existing ABL Credit Facility
and the New ABL Facility on or prior to each of the Issue Date and the Escrow Release Date, respectively, shall be treated as incurred
on the Issue Date and the Escrow Release Date, respectively, under clause (i) of the definition of “Permitted Debt”.
Debt permitted by this Section 4.9 need not be permitted solely by reference to one provision permitting such Debt but may be permitted
in part by one such provision and in part by one or more other provisions of this Section 4.9 permitting such Debt.


 


The accrual of interest
and dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest
on any Debt in the form of additional Debt, the payment of dividends on Equity Interests in the forms of additional shares of Equity
Interests with the same terms, and changes to amounts outstanding in respect of Hedging Obligations solely as a result of fluctuations
in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder will
not be deemed to be an Incurrence of Debt.


 


For purposes of determining
compliance with any U.S. Dollar-denominated restriction on the Incurrence of Debt, the U.S. Dollar-equivalent principal amount
of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date
such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt ;provided that
if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable
U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of
such refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount
of such Refinancing Debt does not exceed the principal amount of such Debt being refinanced (plus interest or premiums, defeasance
costs, underwriting discounts and fees and expenses incurred in connection therewith). Notwithstanding any other provision of this
Section 4.9, any increase in the U.S. Dollar equivalent of outstanding Debt of the Company or any of its Restricted Subsidiaries
denominated in a currency other than U.S. Dollars resulting from fluctuations in the exchange values of currencies will not be
considered to be an Incurrence of Debt for purposes of this Section 4.9; provided that the amount of Debt of the Company
and its Restricted Subsidiaries outstanding at any time for purposes of covenant compliance will be the U.S. Dollar equivalent
of all such Debt of the Company and its Restricted Subsidiaries outstanding at such time.


 






    	 	-85-	 



     


    

 


In the event an
item of Debt (or any portion thereof) is Incurred as Permitted Debt on the same date that an item of Debt is Incurred under
the first paragraph of this Section 4.9, then the Consolidated Fixed Charge Coverage Ratio will be calculated with respect to
such Incurrence under the first paragraph of this Section 4.9 without regard to any Incurrence of such Permitted Debt. Unless
the Company elects otherwise, the Incurrence of Debt will be deemed Incurred first under the first paragraph of this Section
4.9 to the extent permitted, with the balance Incurred as Permitted Debt.


 


The Company will not,
and will not permit any Guarantor to Incur, any Debt that pursuant to its terms is subordinate or junior in right of payment to
any other Debt of the Company or such Guarantor, unless such Debt is also subordinated in right of payment to the Notes or the
Note Guarantee of such Guarantor, as the case may be, on substantially identical terms; provided that Debt will not
be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or by virtue of being
secured on a junior lien or priority basis.


 


Section
4.10 Limitation on Asset Sales.


 


The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


 


(1)          
The Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least
equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and


 


(2)          
at least 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, in such Asset
Sale is in the form of cash, Cash Equivalents or Replacement Assets; provided that to the extent the assets disposed
of constituted Collateral, any Replacement Assets received constitute Collateral.


 


For purposes of this
provision, each of the following will be deemed to be cash:


 


(a)         
any liabilities (as shown on the most recent consolidated balance sheet of the Company (or any direct or indirect parent
of the Company) or in the notes thereto or, if incurred, increased, or decreased subsequent to the date of such balance sheet,
such liabilities that would have been reflected on such balance sheet or in the notes thereto if such incurrence, increase or decrease
had taken place on the date of such balance sheet, as reasonably determined in good faith by the Company) of the Company or a Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee)
that are assumed by the transferee (or a third party on behalf of the transferee) of any such assets pursuant to an agreement that
releases or indemnifies the Company or such Restricted Subsidiary (or a third party on behalf of the transferee), as the case may
be, from further liability;


 


(b)         any
Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an
aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause
(b), less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or payment of, or
collected on or with respect to any such Designated Non-cash Consideration, not to exceed 5.0% of Consolidated Total Assets
at the time of receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated
Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value);
and


 






    	 	-86-	 



     


    

 


(c)         
any securities, notes or other obligations or assets received by the Company or any such Restricted Subsidiary from such
transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of their
receipt to the extent of the cash or Cash Equivalents received in that conversion;


 


Within 365 days after the receipt of any
Net Cash Proceeds from an Asset Sale, the Company or the applicable Restricted Subsidiary, as the case may be, may apply (or cause
to be applied) such Net Cash Proceeds at its option:


 


(1)          
(x) to the extent such Net Cash Proceeds constitute proceeds from the sale of Collateral, to repay First Lien Obligations,
or (y) to the extent such Net Cash Proceeds constitute proceeds from the sale of assets not constituting Collateral, to repay any
Debt of a Restricted Subsidiary that is not a Guarantor;


 


(2)          
to prepay, repay or purchase (or offer to prepay, repay or purchase, as applicable) the Notes and any other Second Lien
Obligations on a pro rata basis; provided that any repayment, prepayment or purchase of (or offer to repay,
prepay or purchase) obligations under the Notes shall be made (x) as provided in Section 3.7, (y) through open-market purchases
(to the extent such purchases are at or above 100% of the principal amount of the Notes purchased, plus accrued and unpaid interest
to but excluding the date of purchase) or (z) by making an Offer to Purchase (in accordance with the procedures set forth below
with respect to Excess Proceeds) to all holders of Notes to purchase their Notes (at 100% of the principal amount of the Notes
purchased, plus accrued and unpaid interest to but excluding the date of purchase);


 


(3)          
to make capital expenditures or expenditures for maintenance, repair or improvement of existing properties and assets;
provided that to the extent such Net Cash Proceeds constitute proceeds from the disposition of Collateral, such properties
and assets constitute Collateral;


 


(4)          
to acquire Replacement Assets; provided that to the extent such Net Cash Proceeds constitute proceeds from the
disposition of Collateral, such Replacement Assets also constitute Collateral; or


 


(5)          
any combination of the foregoing;


 


or enter into a binding commitment regarding
clauses (3) or (4) above; provided that such binding commitment shall be treated as a permitted application of Net
Cash Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated
and (y) the 180th day following the expiration of the aforementioned 365 day period. If such acquisition or expenditure is not
consummated on or before such 180th day and the Company or such Restricted Subsidiary shall not have applied such Net Cash Proceeds
pursuant to clauses (1) through (5) of this paragraph on or before such 180th day, such commitment shall be deemed not to have
been a permitted application of Net Cash Proceeds on such 180th day.


 






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Pending the final application
of any such Net Cash Proceeds, the Company or a Restricted Subsidiary may temporarily reduce Debt under Credit Facilities or otherwise
invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture.


 


Any Net Cash Proceeds
from Asset Sales that are not applied or invested as provided in the third paragraph of this Section 4.10 will constitute “Excess
Proceeds.” When the aggregate amount of Excess Proceeds exceeds $75.0 million, within thirty days thereof, the Company
will make an Offer to Purchase to all Holders and all holders of Pari Passu Debt containing provisions similar to those set forth
in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, in each case, equal to the
maximum principal amount of Notes and such other Pari Passu Debt that may be purchased out of the Excess Proceeds. The offer price
in any such Offer to Purchase will be equal to 100% of the principal amount of the Notes purchased, plus accrued and unpaid interest
to but excluding the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of such an
Offer to Purchase, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture and such
remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under this Indenture. If the aggregate principal
amount of Notes and such other Pari Passu Debt tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the
Trustee will select the Notes and the Company will select such other Pari Passu Debt to be purchased on a pro rata basis
as between the Notes and Pari Passu Debt. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset
at zero. Any such Offer to Purchase will be conducted in accordance with the procedures specified in Section 3.8.


 


To the extent that
any portion of Net Cash Proceeds payable in respect of the Notes is denominated in a currency other than U.S. Dollars, the amount
thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. Dollars that is actually received by the
Company upon converting such portion into U.S. Dollars.


 


The Company will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent
such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent
that the provisions of any securities laws or regulations conflict with Section 3.8 or this Section 4.10, the Company will comply
with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.8 or
this Section 4.10 by virtue of such compliance.


 


Section
4.11 Limitation on Transactions with Affiliates.


 


The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer
or otherwise dispose of any of its properties or assets to, or purchase any property or assets from in any transaction or series
of related transactions, or enter into or make or amend, any contract, agreement, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration
in excess of $25.0 million, unless:


 


(i)            such
Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary
than those that could reasonably have been obtained in a comparable arm’s-length transaction by the Company or such
Restricted Subsidiary with an unaffiliated third party; and


 






    	 	-88-	 



     


    

 


(ii)          
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration
in excess of $50.0 million, the Company delivers to the Trustee a resolution adopted by the Board of Directors of the Company approving
such Affiliate Transaction and an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i)
above.


 


The foregoing limitation does not limit,
and shall not apply to:


 


(i)           
Permitted Investments and/or other Restricted Payments that are permitted by Section 4.7;


 


(ii)          
the payment of any fees or expenses incurred or paid by the Company and any Restricted Subsidiary in connection with the
Transactions;


 


(iii)         
any employment or consulting agreement, director’s engagement agreement, employee benefit plan, officer or director
indemnification agreement, severance arrangement, compensation or any similar arrangement entered into by the Company (or any direct
or indirect parent thereof) or any of its Restricted Subsidiaries in the ordinary course of business or approved in good faith
by the relevant Board of Directors and payments pursuant thereto;


 


(iv)         
the payment of reasonable fees, reasonable out of pocket costs, compensation and other benefits (including retirement, health,
stock, option, deferred compensation and other benefit plans), reimbursements and indemnities paid to, or provided on behalf of,
or for the benefit of, former, current or future directors, officers, employees, managers and consultants of any direct or indirect
parent of the Company, the Company or any of its Restricted Subsidiaries to the extent attributable to the ownership or operation
of the Company and its Restricted Subsidiaries;


 


(v)          
payments to any future, current or former employee, director, officer or consultant of Company (any direct or indirect parent
thereof) or any of its Subsidiaries pursuant to a management equity plan or stock option plan or any other management or employee
benefit plan or agreement or any stock subscription or shareholder agreement and any employment agreements, stock option plans
and other compensatory arrangements (and any successor plans thereto) and any health, disability and similar insurance or benefit
plans or supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers or consultants
that are, in each case, approved by the Company in good faith;


 


(vi)         
transactions between or among the Company and one or more of its Restricted Subsidiaries (including any Person that becomes
a Restricted Subsidiary in connection with such transaction) or between or among one or more Restricted Subsidiaries (including
any Person that becomes a Restricted Subsidiary in connection with such transaction);


 






    	 	-89-	 



     


    







 


(vii)       
 any transaction with a Person which would constitute an Affiliate Transaction solely because the Company or a Restricted
Subsidiary owns, directly or indirectly, Equity Interests of or otherwise controls such Person


 


(viii)       
the issuance or sale of Capital Stock or other Equity Interests of any direct or indirect parent of the Company to the management
of the Company, any of its Restricted Subsidiaries (or any direct or indirect parent thereof), or any of their respective subsidiaries
pursuant to employee and severance arrangements in the ordinary course of business, or to any director, officer, employee or consultant
(or their respective estates, investment funds, investment vehicles, spouses or former spouses) of the Company, any of the Company’s
subsidiaries or any direct or indirect parent of the Company and the granting and performing of reasonable and customary registration
rights;


 


(ix)         
any agreement, instrument or arrangement as in effect on the Issue Date (including agreement, instrument or arrangement
underlying affiliate transactions described in this offering memorandum), and any transactions contemplated thereby and amendments
or modifications thereto or replacements thereof, so long as any such amendment, modification or replacement is not disadvantageous
in any material respect to the Holders, taken as a whole, as compared to the original agreement, instrument or arrangement in effect
on the Issue Date;


 


(x)          
transactions as to which the Company or any Restricted Subsidiary delivers to the Trustee a written opinion of an investment
banking, accounting, consulting or appraisal firm of national standing in the United States to the effect that the transaction
complies with clause (i) above or is fair, from a financial point of view or otherwise, to the Company or the Restricted Subsidiary
that is a party thereto, as the case may be;


 


(xi)         
any contribution of capital to the Company or any Restricted Subsidiary otherwise permitted hereunder;


 


(xii)        
transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in
each case, in the ordinary course of business or consistent in all material respects with past practice and which are (x) in the
good faith determination of the Company (including by senior management or the board thereof), fair to the Company and its Restricted
Subsidiaries or (y) on terms that are not less favorable, taken as a whole, to the Company or such Restricted Subsidiary, than
those that might reasonably have been obtained in a comparable arm’s-length transaction with an unaffiliated third party;


 


(xiii)       
sales or other dispositions of accounts receivable and related assets and interests therein of the type specified in the
definition of “Qualified Receivables Transaction” to a Receivables Subsidiary in a Qualified Receivables Transaction
and Permitted Investments and other transactions in connection with a Qualified Receivables Transaction and any other Standard
Securitization Undertakings in connection with a Qualified Receivables Transaction;


 






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(xiv)       
 the entering into of a tax sharing agreement, or payments pursuant thereto, between the Company and one or more Restricted
Subsidiaries, on the one hand, and any other Person (including any direct or indirect parent of the Company) with which the Company
and/or such Restricted Subsidiaries files a consolidated tax return; provided that any such tax sharing agreement, or payment
pursuant thereto, shall be on customary terms to the extent attributable to the ownership or operation of the Company and the relevant
Restricted Subsidiaries;


 


(xv)        
any merger, amalgamation, arrangement, consolidation or other reorganization of the Company with an Affiliate solely for
the purpose and with the sole effect of forming a holding company or reincorporating the Company in a new jurisdiction;


 


(xvi)       
transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because
one or more of its directors is also a director of the Company or any of its Restricted Subsidiaries; provided that such
director abstains from voting as a director of the Company or such Restricted Subsidiary, as the case may be, on any matter involving
such other Person;


 


(xvii)      
any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Company and any agreement that
grants registration and other customary rights in connection therewith or otherwise to the direct or indirect security holders
of the Company (and the performance of such agreements);


 


(xviii)     
(A) investments by Affiliates (other than any direct or indirect parent of the Company or any such parent’s subsidiaries)
in securities of the Company or any of the Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred in
connection therewith) so long as (x) the investment is being offered generally to investors on the same or more favorable terms
and (y) the investment constitutes less than 10.0% of the proposed issue amount of such class of securities, and (B) transactions
with Affiliates solely in their capacity as holders of Debt or Equity Interests of the Company or any of the Restricted Subsidiaries,
so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are
treated no more favorably than all other holders of such class generally;


 


(xix)        
any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by, merged
into or amalgamated, arranged or consolidated with the Company or any of its Restricted Subsidiaries; provided that such
agreement was not entered into in contemplation of such acquisition, merger, amalgamation, arrangement or consolidation and any
amendment thereto (so long as any such amendment is not materially more disadvantageous to the Company or such Restricted Subsidiary
in the good faith judgment of Senior Management or the Board of Directors of the Company, when taken as a whole, as compared to
the applicable agreement as in effect on the date of such acquisition, merger, amalgamation, arrangement or consolidation);


 






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(xx)        
 any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as
lessor, in the ordinary course of business, and any lease, sublease, license or sublicense of intellectual property in the ordinary
course of business;


 


(xxi)       
the Transactions and the payment of all fees and any expenses related thereto and any transaction or agreement contemplated
by the Merger Agreement on substantially the same terms as described in the Merger Agreement with any amendments or modifications
thereto or replacements thereof, so long as any such amendment, modification or replacement is not disadvantageous in any material
respect to the Holders;


 


(xxii)      
pledges of Equity Interests of Unrestricted Subsidiaries to support the Debt of any such Unrestricted Subsidiary; and


 


(xxiii)     
payments to and from and transactions with any joint venture in the ordinary course of business; provided that such
joint venture is not controlled by an Affiliate (other than a Restricted Subsidiary) of the Company.


 


Section
4.12 Limitation on Liens.


 


The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur or assume any Lien of any kind
securing Debt on the Collateral, except Permitted Collateral Liens.


 


For purposes of determining
compliance with this Section 4.12, in the event that a proposed Lien (or a portion thereof) meets the criteria of more than one
of the categories described in one or more of the clauses contained in the definition of “Permitted Liens,” the Company
will be entitled to divide or classify (or later divide, classify or reclassify in whole or in part in its sole discretion) such
Lien (or any portion thereof) among one or more clauses contained in the definition of “Permitted Liens” in a manner
that otherwise complies with this Section 4.12. In the event a Lien (or any portion thereof) is Incurred under clause (mm) of the
definition of “Permitted Liens” on the same date that a Lien is incurred under a different clause of the definition
of “Permitted Liens”, then the Consolidated Secured Net Debt Ratio will be calculated with respect to such Incurrence
under such clause (mm) without regard to any Incurrence of such other Permitted Lien.


 


Section
4.13 Limitation on Sale and Leaseback Transactions.


 


The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction unless:


 


(i)           
the consideration received in such Sale and Leaseback Transaction is at least equal to the Fair Market Value of the property
that is the subject of such Sale and Leaseback Transaction, and in the case of any Sale and Leaseback Transaction with a Fair Market
Value equal to or greater than $50.0 million, such Fair Market Value is certified to the Trustee in an Officer’s Certificate;


 






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(ii)          
 the Company or the Restricted Subsidiary could have incurred an aggregate amount of such Debt in an amount equal to the
Attributable Debt relating to such Sale and Leaseback Transaction under Section 4.9; and


 


(iii)         
if such Sale and Leaseback Transaction constitutes an Asset Sale, the transfer of assets in such Sale and Leaseback Transaction
is permitted by, and the Company or such Restricted Subsidiary, as the case may be, applies the Net Cash Proceeds of such transaction
in compliance with Section 4.10.


 


Section
4.14 Offer to Purchase upon a Change of Control.


 


Upon the occurrence
of a Change of Control, the Company will be required to make an Offer to Purchase (a “Change of Control Offer”)
all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase
price (the “Purchase Price”) in cash equal to 101% of the principal amount of the Notes tendered, plus accrued
and unpaid interest to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive
interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of the foregoing, a Change of
Control Offer shall be deemed to have been made if (i) within thirty (30) days following a Change of Control, the Company commences
an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant
to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer will
be conducted in accordance with the procedures specified in Section 3.8.


 


The Company will not
be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered (and not withdrawn) under such Change of Control Offer or (ii) a notice of redemption
for all of the outstanding Notes has been given pursuant to Section 3.7. An Offer to Purchase may be made in advance of a Change
of Control (an “Advanced Offer to Purchase”), conditional upon such Change of Control, if a definitive agreement
is in place for the Change of Control at the time such Advanced Offer to Purchase is made. The Company will not be required to
make another Change of Control Offer if an Advanced Offer to Purchase has already been made.


 


The Company will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with any Offer to Purchase described above. To the extent that the provisions
of any securities laws or regulations conflict with Section 3.8 or this Section 4.14, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under Section 3.8 or this Section 4.14
by virtue of such compliance.


 


In the event that
Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer (or
Advanced Offer to Purchase) and the Company purchases all of the Notes held by such Holders, within 90 days of such purchase,
the Company will have the right, upon not less than fifteen (15) days’ nor more than sixty (60) days’ prior
notice, to redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent
not included in the Purchase Price, accrued and unpaid interest on the Notes to the date of redemption (subject to the right
of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to
the redemption date).


 






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Section
4.15 Maintenance of Properties, Corporate Existence and Insurance.


 


Subject to and in compliance
with the provisions of Article X and the provisions of the applicable Security Documents, all property (including equipment) material
to, and used or useful in the conduct of the business of, the Company and its Restricted Subsidiaries, taken as whole, shall be
maintained and kept in good operating condition and working order (ordinary wear and tear and casualty loss excepted), and the
Company and its Restricted Subsidiaries shall make any repairs, replacements and improvements thereto as they determine to be reasonable
and prudent; provided that the Company. and its Restricted Subsidiaries shall not be obligated to comply with the foregoing
provisions of this Section 4.15 to the extent that the failure to do so would not result in a material adverse effect on the ability
of the Company and its Restricted Subsidiaries to satisfy their obligations under the Notes, the Guarantees, this Indenture and
the Security Documents.


 


The Company shall do
or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate,
partnership, limited liability company or other existence of each of its Restricted Subsidiaries in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary and the rights (charter
and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that (a) this Section
4.15 shall not apply to any transaction or series of transactions to which Article V is applicable and (b) the Company shall not
be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries,
if the Board of Directors of the Company shall determine, in its discretion, that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Restricted Subsidiaries and that the loss thereof would not result in a material
adverse effect on the ability of the Company and its Restricted Subsidiaries to satisfy their obligations under the Notes, the
Guarantees, this Indenture and the Security Documents.


 


The Company will provide
or cause to be provided, for itself and its Restricted Subsidiaries, insurance (including appropriate self-insurance) on its and
its Subsidiaries business and the Collateral, with recognized, financially sound insurers or with the government of the United
States of America, or an agency or instrumentality thereof, in such amounts, with such deductibles and by such methods as are determined
by the Company in good faith to be reasonable and prudent, taking into account the risks that are usually insured against in the
same general area by companies engaged in the same business or a business that the Company deems reasonably similar (in each case,
after giving effect to any self-insurance determined by the Company to be reasonable and prudent).


 






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Section
4.16 Limited Condition Transactions.


 


When
calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this
Indenture in connection with any Limited Condition Transaction, any actions or transactions related thereto (including,
without limitation, acquisitions, Investments (including designation of restricted or unrestricted subsidiaries), the
Incurrence of Debt and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments), and determining
compliance with Defaults and Events of Default, in each case, at the option of the Company (the Company’s election to
exercise such option, an “LCT Election”), the date of determination for availability under any such basket
or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with
or satisfied (including, without limitation, as to the absence of any continuing Default or Event of Default)) under this
Indenture shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into
(or, if applicable, the date of delivery of a notice or similar event or date of a binding commitment to provide debt in
connection therewith, and including the date of declaration with respect to any Restricted Payment) (the “LCT Test
Date”), and if, after giving effect to the Limited Condition Transaction and any actions or transactions related
thereto (including, without limitation, acquisitions, Investments (including designation of restricted or unrestricted
subsidiaries), the Incurrence of Debt and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments) on
a Pro Forma Basis, the Company or any of its Restricted Subsidiaries would have been permitted to take such actions or
consummate such transactions on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related
requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to
have been complied with (or satisfied) for all purposes under this Indenture (in the case of Debt, for example, whether such
Debt is committed, issued or otherwise Incurred at the LCT Test Date or at any time thereafter); provided, that
compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested
at any time after the applicable LCT Test Date for such Limited Condition Transaction or any actions or transactions related
thereto (including, without limitation, acquisitions, Investments, the Incurrence of Debt and the use of proceeds therefrom,
the incurrence of Liens and Restricted Payments).


 


For
the avoidance of doubt, if the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which
compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or
otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to
fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Company or the Person subject to such Limited
Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied
with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any
continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date
would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or
continuation of an Default or Event of Default), such requirements and conditions will not be deemed to have been failed to
be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing);
and (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction
unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on
which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption,
purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or
passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be
determined or tested giving pro forma effect to such Limited Condition Transaction.


 






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Section
4.17 Additional Note Guarantees.


 


After the Escrow Release
Date, the Company will cause each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. organized
Restricted Subsidiary that guarantees the Debt under the New ABL Facility or any other Debt for borrowed money in a principal amount
in excess of $40.0 million to Guarantee the Notes (collectively, the “Guarantors”).


 


Any Restricted Subsidiary
that becomes a Guarantor after the Escrow Release Date shall execute (i) a supplemental indenture, in accordance with the terms
of this Indenture, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a senior secured basis, all
of the Company’s Obligations under the Notes upon the terms set forth in this Indenture and (ii) a joinder agreement to the
applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the
Notes, and take all actions required by the Security Documents to cause the Notes Liens created thereunder to be duly perfected
in accordance with applicable law (subject to Section 4.19 hereof), including the execution and delivery of other applicable Security
Documents and the filing of financing statements in the jurisdictions of incorporation or formation of the Company and the Guarantors.


 


Section
4.18 Limitation on Creation of Unrestricted Subsidiaries.


 


The Company may designate
any of its Subsidiaries to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each
other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary.


 


“Unrestricted
Subsidiary” means:


 


		(i)	any Subsidiary of the Company designated as such by the Board of Directors of the Company after
the Escrow Release Date as set forth below; and



 


		(ii)	any Subsidiary of an Unrestricted Subsidiary.



 


After the Escrow Release
Date, the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary unless after giving effect to such
designation, such Subsidiary would own any Equity Interests of, or would own or hold any Lien on any property of, any other Restricted
Subsidiary of the Company; provided that either:


 


(x)       the
Subsidiary to be so designated has total assets (determined on a consolidated basis in accordance with GAAP) of $100,000 or less;
or


 


(y)       the
Company could make a Restricted Payment or Permitted Investment in an amount equal to the greater of the Fair Market Value or book
value of such Subsidiary pursuant to Section 4.7 and such amount is thereafter treated as a Restricted Payment or Permitted Investment,
as applicable, for the purpose of calculating the amount available for Restricted Payments or Permitted Investments thereunder.


 






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An Unrestricted Subsidiary may be designated
as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred under Section 4.9 and (ii) all
the Liens on the property and assets of such Unrestricted Subsidiary could be incurred under Section 4.12.


 


Section
4.19 Creation and Perfection of Certain Security Interests After the Escrow Release Date.


 


To the extent that
any security interest in the Collateral is not created or perfected by the Escrow Release Date, the Company and the Guarantors
shall use their respective commercially reasonable efforts to do or cause to be done all acts and things that would be required,
including obtaining any required consents from third parties, to have all security interests in the Collateral duly created and
enforceable and perfected, to the extent required by the Security Documents, in each case, promptly following the Escrow Release
Date, but in no event later than 120 days thereafter. Failure to obtain such consents and create and perfect a security interest
in such Collateral within such period constitutes an Event of Default if and to the extent provided under clause (9) under Section
6.1. Notwithstanding the foregoing, if after using commercially reasonable efforts such a security interest in an asset could not
be created or perfected because a third party consent had not been obtained or local law did not permit a security interest to
more than one secured party, the Company will not be required to create or perfect such security interest. For the avoidance of
doubt, references in this paragraph to Collateral do not include Excluded Assets. Neither the Trustee nor the Collateral Agent
on behalf of the holders of the Notes has any duty or responsibility to see to or monitor the performance of the Company and the
Guarantors with regard to these matters.


 


Section
4.20 Further Assurances.


 


The Company and each
of the Guarantors shall execute and deliver such additional instruments, certificates or documents, and take all such further actions
as may be reasonably required from time to time in order to:


 


		(1)	carry out more effectively the purposes of the Security Documents;



 


		(2)	create, grant, perfect and maintain the validity, effectiveness and priority (subject to Permitted Collateral Liens) of any
of the Security Documents and the Liens created, or intended to be created, by the Security Documents; and



 


		(3)	ensure the protection and enforcement of any of the rights granted or intended to be granted to the Collateral Agent or Trustee
under any other instrument executed in connection therewith



 


Section
4.21 Suspension of Covenants.


 


(a)          
The covenants contained in Section 4.7; Section 4.8; Section 4.9; Section 4.10; Section 4.11; clauses
(ii) and (iii) of Section 4.13 and clause (vii) of Section 5.1 (collectively, the “Suspended Covenants”) will
not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”).


 






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(b)         
 Additionally, during any Suspension Period, the Company will no longer be permitted to designate any Restricted Subsidiary
as an Unrestricted Subsidiary.


 


(c)          
In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period
of time as a result of the foregoing, and on any subsequent date (the “ Reversion Date”) the Notes cease to
have Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion
Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again
be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default,
Event of Default or breach of any kind will be deemed to exist under any of the Notes Documents with respect to the Suspended Covenants,
and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension
Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding
commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the
applicable Suspended Covenant had remained in effect during such period.


 


On each Reversion Date,
all Debt Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Debt existing on the Issue Date.
For purposes of calculating the amount available to be made as Restricted Payments under clause (c) of the first paragraph of Section
4.7 on or after the Reversion Date, such calculations shall be made as though such covenant had been in effect during the entire
period of time after the Issue Date (including the Suspension Period).


 


Restricted Payments
made during the Suspension Period not otherwise permitted pursuant to any of clauses (ii) through (xvi) under the second paragraph
of Section 4.7 will reduce the amount available to be made as Restricted Payments under clause (c) of the first paragraph of Section
4.7; provided that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced
to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants all agreements
entered into and all actions taken during the Suspension Period, including the Incurrence of Debt shall be deemed to have been
taken or to have existed prior to the Issue Date.


 


The Company, in an
Officer’s Certificate, shall provide the Trustee notice of any Suspension Period or Reversion Date. The Trustee will have
no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the
impact of actions taken during the Suspension Period on the Company’s future compliance with its covenants or (iii) notify
the Holders of a Suspension Period or Reversion Date.


 


Section
4.22 Mandatory Merger and Assumption; Activities of the Escrow Issuer.


 


(a)           Concurrently
with or immediately after satisfaction of the Escrow Conditions, (i) the Escrow Merger shall be consummated, and (ii) WSII shall
assume all the obligations of the Escrow Issuer under this Indenture and the Notes, and become the “Company” hereunder,
and shall cause each of the Guarantors to become a Guarantor hereunder, in each case, pursuant to a supplemental indenture substantially
in the form of Exhibit E hereto.


 






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(b)          Prior
to the consummation of the Acquisition and the satisfaction of the Escrow Conditions:


 


(i)          the Escrow Issuer will comprise a limited purpose corporation whose primary
activities are restricted to issuing the Notes, issuing capital stock to, and receiving capital contributions from, WSII, performing
its obligations in respect of the Notes under this Indenture and the Escrow and Security Agreement and consummating the Escrow
Conditions or redeeming the Notes as set forth above under Section 3.9 with respect to any Special Mandatory Redemption, and conducting
such other activities as are necessary or appropriate to carry out the activities described above. The Escrow Issuer may not own,
hold or otherwise have any interest in any asset other than the proceeds of the Notes and other amounts on deposit in the Escrow
Account and cash.


 


(ii)         the
Escrow Issuer will not engage in any business activity or enter into any transaction or agreement (including, without limitation,
making any restricted payment, incurring any debt, incurring any Liens except in favor of the holders of the Notes, entering into
any merger, consolidation or sale of all or substantially all of its assets or engaging in any transaction with its Affiliates)
except in the ordinary course of business or reasonably necessary to effectuate the Acquisition substantially in accordance with
the description of the Acquisition set forth in the Offering Memorandum, together with such amendments, modifications and waivers
that are not, individually or in the aggregate, materially adverse to the Company and its Subsidiaries (after giving effect to
the consummation of the Acquisition), taken as a whole, or to the Holders of the Notes, as determined by the Company in good faith,
and may not own, hold or otherwise have any interest in any asset other than the proceeds of the Notes and other amounts on deposit
in the Escrow Account and cash.


 


SECTION
4.23 Covenant Compliance Prior to the Escrow Release Date.


 


On and following
the Escrow Release Date, all restrictive covenants, except for any covenant which, by its terms, is incapable of being complied
with prior to the Escrow Release Date by the Company and each Person that is a Guarantor on the Escrow Release Date, will be deemed
to have been applicable to the Company and such Guarantors, as applicable, as if in effect throughout the period from the Issue
Date through the Escrow Release Date and, to the extent that the Company or any such Guarantor took any action or inaction on or
after the Issue Date and prior to the Escrow Release Date that would have breached any restrictive covenant of the Indenture as
if it had been applicable at such time, then the Issuer will be in Default as of the Escrow Release Date; provided that any such
Default will not prevent a release of the Escrow Property pursuant to the Escrow and Security Agreement and no such Default or
Event of Default will be deemed to have occurred if such Default or Event of Default no longer exists on the Escrow Release Date.
Prior to the Escrow Release Date, the restrictive covenants of the Indenture will not be considered applicable to WSII or such
Guarantors notwithstanding anything herein to the contrary.


 






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Article
V




SUCCESSORS


 


Section
5.1 Consolidation, Amalgamation, Merger, Conveyance, Transfer or Lease.


 


The Company shall not,
in any transaction or series of related transactions (i) consolidate or amalgamate with or merge with or into any other Person
(other than (i) the Merger, (ii) a consolidation, or merger or amalgamation, of a Restricted Subsidiary into the Company in which
the Company is the continuing or surviving Person, or the consolidation, or merger or amalgamation, of a Restricted Subsidiary
into or with another Restricted Subsidiary or another Person that as a result of such transaction or series of transactions becomes,
consolidates with, or amalgamates or merges into a Restricted Subsidiary) or (ii) sell, assign, convey, transfer, lease or otherwise
dispose of all or substantially all of the property and assets of, the Company and its Restricted Subsidiaries, taken as a whole,
to any other Person, unless:


 


(i)                
either:


 


(a)              
if the transaction or series of transactions is a consolidation or amalgamation of the Company with, or a merger of the
Company with or into, any other Person, the Company shall be the surviving Person of such consolidation, amalgamation or merger;
or


 


(b)              
if the transaction or series of transactions is a consolidation or amalgamation of the Company with, or a merger of the
Company with or into, any other Person, or involves the sale, assignment, conveyance, lease, disposal or other transfer of all
or substantially all of the assets or properties of the Company, the Person formed by such consolidation or amalgamation or into
which the Company is merged, or to which all or substantially all of such properties and assets are sold, assigned, conveyed, transferred,
leased or otherwise disposed of (such Person, the “Surviving Entity”) shall be a corporation, partnership, limited
liability company or similar entity organized and existing under the laws of the United States, any political subdivision thereof
or any state thereof or the District of Columbia, and such Person shall expressly assume by (i) supplemental indenture, all of
the Obligations of the Company under this Indenture and (ii) amendment, supplement or other instrument, all of the Obligations
of the Company under the Security Documents, and in connection therewith shall cause such instruments to be filed and recorded
in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of
the Notes Lien created under the Security Documents on the Collateral owned by or transferred to the Surviving Entity;


 


(ii)             
immediately after giving effect to such transaction or series of related transactions on a Pro Forma Basis (including any
Debt Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall
have occurred and be continuing and have resulted therefrom;


 









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(iii)           
 the Company or the Surviving Entity, as applicable, causes such amendments, supplements or other instruments to be executed,
delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect
the Notes Lien of the Security Documents on the Collateral owned by or transferred to the Company or the Surviving Entity, as applicable;


 


(iv)           
the Collateral owned by or transferred to the Company or the Surviving Entity, as applicable, shall (a) continue to constitute
Collateral under this Indenture and the Security Documents, (b) be subject to the Notes Lien in favor of the Collateral Agent for
the benefit of the Trustee and the Holders, and (c) not be subject to any Lien other than such Liens as are permitted pursuant
to the terms of this Indenture;


 


(v)            
after giving effect to any such transaction or series of transactions on a Pro Forma Basis (including any Debt Incurred
or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions) as if such transaction
or series of transactions had occurred on the first day of the applicable determination period, the Surviving Entity (a) would
be permitted to Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to the Consolidated Fixed Charge Coverage
Ratio test set forth under the first paragraph of Section 4.9 or (b) the Consolidated Fixed Charge Coverage Ratio for the Surviving
Entity and its Restricted Subsidiaries would not be less than such ratio for the Company and its Restricted Subsidiaries immediately
prior to such transaction;


 


(vi)          
each Guarantor, unless it is the Surviving Entity, shall have by supplemental indenture confirmed that its Note Guarantee
shall apply to the Successor Entity’s obligations under this Indenture and the Notes; and


 


(vii)         
the property and assets of each Person which is merged, consolidated or amalgamated with or into the Company to the extent
that they are property or assets of the types which would constitute Collateral of the Company under the Security Documents, shall
be treated as after-acquired property and the Company, the Surviving Entity shall take such action as may be reasonably necessary
to cause such property and assets to be made subject to the Notes Lien of the Security Documents in the manner and to the extent
required in this Indenture.


 


The foregoing
requirements shall not apply to (A) any consolidation, amalgamation, merger, sale, assignment, conveyance, transfer, lease or
disposition effected in connection with the consummation of the Transactions or (B) any transaction or series of transactions
involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any
Restricted Subsidiary of the Company to the Company or any Guarantor or by any Subsidiary of the Company that is not a
Material Subsidiary to another Subsidiary of the Company that is not a Material Subsidiary, or the consolidation,
amalgamation or merger of any Restricted Subsidiary of the Company with or into the Company or any Guarantor or of any
Subsidiary that is not a Material Subsidiary with or into another Subsidiary of the Company that is not a Material
Subsidiary. Clauses (ii) through (vii) of the preceding paragraph shall not apply to (a) a merger of the Company with an
Affiliate solely for the purpose of reincorporating the Company in another jurisdiction, (b) a merger transaction among the
Company or any direct or indirect parent of the Company or (c) a merger, consolidation or amalgamation of a Foreign
Subsidiary with another Foreign Subsidiary or the sale, assignment, conveyance, transfer, lease or other disposition of any
properties or assets of a Foreign Subsidiary to another Foreign Subsidiary. For the avoidance of doubt, (i) the Escrow Issuer
may merge with and into WSII, with WSII as the surviving corporation, and (ii) Merger Sub and Mobile Mini may consummate the
Acquisition, in each case without regard to the requirements set forth in the preceding paragraph.


 






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In connection with
any consolidation, amalgamation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by the
foregoing provisions, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an
Opinion of Counsel, each to the effect that such consolidation, amalgamation, merger, sale, assignment, conveyance, transfer, lease
or other disposition complies with the requirements of this Indenture.


 


Section
5.2 Successor Person Substituted.


 


Upon the consummation
of any transaction or series of related transactions that are of the type, and are effected in accordance with the conditions,
described in Section 5.1 and for which there is a Surviving Entity (other than the Company) (i) the Surviving Entity shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under the Notes Documents with the same effect
as if such Surviving Entity had originally been named as the Company therein; and (ii) when a Surviving Entity duly assumes all
of the obligations and covenants of the Company pursuant to this Indenture, the Notes and the Note Guarantees, as applicable, the
predecessor Person shall be released from of all of its Obligations and covenants under the Notes Documents, except in the case
of a lease.


 


Article
VI



DEFAULTS AND REMEDIES


 


Section
6.1 Events of Default.


 


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


 


		(1)	default in the payment when due of the principal of (or premium, if any, on) any Note (whether
at Stated Maturity, upon redemption or otherwise);



 


		(2)	default in the payment of any interest upon any Note when it becomes due and payable, and continuance
of such default for a period of thirty (30) days;



 


		(3)	failure to perform or comply with Section 5.1;



 


		(4)	except as permitted by this Indenture, the Note Guarantee of any Subsidiary of the Company that
is a Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary),
shall be held in a judicial proceeding to be unenforceable or invalid, or any Person acting on behalf of any Guarantor, shall deny
or disaffirm its obligations under its Note Guarantee (other than by reason of a release of such Guarantor in accordance with this
Indenture, as applicable);



 






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		(5)	default in the performance, or breach, of (i) any covenant or agreement of the Company or any Guarantor
in this Indenture (other than (x) a covenant or agreement a default in whose performance or whose breach is specifically dealt
with in clause (1), (2), (3) or (4) above or (y) Section 4.3), and continuance of such default or breach for a period of sixty
(60) days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 30% in aggregate principal amount of the outstanding Notes or (ii) Section 4.3 and continuance of such default or breach
for a period of 120 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 30% in aggregate principal amount of the outstanding Notes;



 


		(6)	default under any bonds, debentures, notes or other evidences of Debt for money borrowed (other
than the Notes) by the Company or any of its Restricted Subsidiaries whether such Debt exists on the Issue Date or shall thereafter
be created, which default (A) is caused by a failure to pay the principal of such Debt when due and payable after the expiration
of any applicable grace period provided in such Debt (a “Payment Default”) or (B) results in the acceleration
of such Debt prior to its Stated Maturity and, in each case, the principal amount of any such Debt, together with the principal
amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated and
remains unpaid, aggregates in excess of $100.0 million;



 


		(7)	failure by the Company or any Restricted Subsidiary that is a Significant Subsidiary (or any group
of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) to pay final and non-appealable judgments
aggregating in excess of $100.0 million, which are not covered by indemnities or third-party insurance, which judgments are not
paid, discharged, vacated or stayed for a period of 60 consecutive days;



 


		(8)	the Company or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary), pursuant to or under or within the meaning of
any 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)	admits, in writing, its inability generally to pay its debts as they become due; or



 


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



 


(i)      is
for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary), in an involuntary case or
proceeding;


 






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(ii)     
appoints a Custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) or for all or substantially all of the property
of the Company or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that, taken
as a whole, would constitute a Significant Subsidiary); or


 


(iii)     
orders the liquidation of the Company or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary);


 


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


 


		(9)	unless all of the Collateral has been released from the Notes Liens in accordance with the provisions
of the Security Documents, the default, repudiation or disaffirmation by the Company or any of its Restricted Subsidiaries of any
of their obligations under the Security Documents (other than by reason of a release of such obligation or Lien related thereto
in accordance with this Indenture or the Security Documents), which default, repudiation or disaffirmation results in Collateral
having an aggregate Fair Market Value in excess of $75.0 million not being subject to a valid, perfected security interest in favor
of the Collateral Agent under any applicable law (other than the law of any foreign jurisdiction) (to the extent required under
the Collateral Documents), or a determination in a judicial proceeding that the Security Documents are unenforceable or invalid
against the Company or any of its Restricted Subsidiaries for any reason with respect to Collateral having an aggregate Fair Market
Value of $75.0 million or more; provided that such default, repudiation, disaffirmation or determination is not rescinded,
stayed, or waived by the Persons having such authority pursuant to the Security Documents or otherwise cured within sixty (60)
days after the Company receives written notice thereof specifying such occurrence from the Trustee or the Holders of at least 30%
of the outstanding principal amount of the Notes demanding that such default be remedied;



 


		(10)	failure by the Escrow Issuer to comply with any material term of the Escrow and Security Agreement
that is not cured within ten (10) days;



 


		(11)	the Escrow and Security Agreement or any other security document or any Lien purported to be granted
thereby on the Escrow Account or the cash therein is held in any judicial proceeding to be unenforceable or invalid, in whole or
in part, or ceases for any reason (other than pursuant to a release that is delivered or becomes effective as set forth in this
Indenture) to be fully enforceable and perfected.



 


Section
6.2 Acceleration.


 


If an Event of
Default (other than an Event of Default specified in clause (8) of Section 6.1 with respect to the Company) occurs and is
continuing, then and in every such case, the Trustee or the Holders of not less than 30% in aggregate principal amount of the
outstanding Notes may declare the principal amount of the Notes and any accrued and unpaid interest on the Notes to be due
and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however,
that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate
principal amount of the outstanding Notes may rescind and annul such acceleration if (i) all Events of Default, other than
the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided herein and (ii)
such rescission or annulment would not conflict with any decree of judgment of a court of competent jurisdiction.


 






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In the event of a declaration
of acceleration of the Notes because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing,
the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default
triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Company or such Restricted
Subsidiary or waived by the holders of the relevant Debt within thirty (30) Business Days after the declaration of acceleration
with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.


 


If an Event of Default
specified in clause (8) of Section 6.1 occurs with respect to the Company, the principal amount of and any accrued and unpaid interest
on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on
the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except Default in payment of
principal of, premium, if any, and interest on, any Note) if the Trustee determines that withholding notice is in the interests
of the Holders.


 


Section
6.3 Other Remedies.


 


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


 


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


 


Section
6.4 Waiver of Past Defaults.


 


The Holders of a
majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the
Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture except a
continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes (other than as a result
of an acceleration), which shall require the written consent of all of the Holders of the Notes then outstanding.


 






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Section
6.5 Control by Majority.


 


Subject to the provisions
of the Security Documents, the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust
or power conferred on it. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture,
that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal
liability, and (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


Section
6.6 Limitation on Suits.


 


No Holder of any Note
will have any right to institute any proceeding with respect to this Indenture or for any remedy hereunder, unless:


 


(a)              
such Holder shall have previously given the Trustee written notice of a continuing Event of Default;


 


(b)              
the Holders of at least 30% in aggregate principal amount of the outstanding Notes shall have in writing requested the Trustee
to institute such proceeding;


 


(c)              
such Holders shall have offered the Trustee indemnity reasonably satisfactory to the Trustee; and


 


(d)              
the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes
a written direction inconsistent with such request and shall have failed to institute such proceeding within sixty (60) days.


 


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


 


Section
6.7 Rights of Holders of Notes to Receive Payment.


 


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


 


Section
6.8 Collection Suit by Trustee.


 


If an Event of
Default specified in Section 6.1(1) or (2) occurs and is continuing, without the possession of any of the Notes or the
production thereof in any proceeding related thereto, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be
sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee (including without limitation any amounts due to the Trustee pursuant to Section
7.7), its agents and counsel.


 






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Section
6.9 Trustee May File Proofs of Claim.


 


The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities
or property payable or deliverable upon the conversion or exchange of the Notes or on any such claims and any Custodian in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.7. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.7 out of the estate in any such proceeding, shall
be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.


 


Section
6.10 Priorities


 


Subject to the provisions
of the Security Documents, any money or property collected by the Trustee (or received by the Trustee from the Collateral Agent
under any Security Documents) pursuant to this Article VI and any money or other property distributable in respect of the Company’s
obligations under this Indenture after 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 or property on account of principal (or premium, if any) or interest,
if any, 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 Trustee, Collateral Agent and Escrow Agent (including any predecessor Trustee, Collateral Agent and/or Escrow Agent), its agents
and attorneys for amounts due under Section 7.7, including payment of all reasonable compensation, fees, expenses and liabilities
incurred, and all advances made, by the Trustee and Escrow Agent and the costs and expenses of collection;


 






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


 


Third: without
duplication, to the Holders for any other Obligations owing to the Holders under this Indenture and the Notes; and Fourth:
to the Company or to such party as a court of competent jurisdiction shall direct.


 


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


 


Section
6.11 Undertaking for Costs


 


In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it
as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7, or a suit by Holders of
more than 10% in principal amount of the then outstanding Notes.


 


Article
VII



TRUSTEE


 


Section
7.1 Duties of Trustee.


 


(a)              
If an Event of Default has occurred and is continuing and is actually known to a Responsible Officer of the Trustee, the
Trustee shall exercise such of the rights and powers vested in it by this Indenture and the Security Documents, and use the same
degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such
person’s own affairs.


 


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


 


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


 


(ii)              in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture or the Escrow and Security Agreement. However, the Trustee shall be under a duty to examine
the certificates and opinions specifically required to be furnished to it to determine whether or not they conform on their
face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or
other facts or conclusions stated therein).


 






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


 


(i)              
this paragraph does not limit the effect of paragraphs (b) or (e) of this Section 7.1;


 


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


 


(iii)            
the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it in accordance with the terms hereof.


 


(d)              
Whether or not therein expressly so provided, every provision of this Indenture, the Intercreditor Agreement or any provision
of any Security Document that in any way relates to the Trustee or the Collateral Agent is subject to Sections 7.1 and 7.2.


 


(e)              
No provision of this Indenture, the Security Documents or the Escrow and Security Agreement shall require the Trustee or
the Collateral Agent to expend or risk its own funds or incur any liability. The Trustee and the Collateral Agent shall be under
no obligation to exercise any of their rights and powers under this Indenture, the Security Documents or the Escrow and Security
Agreement at the request of any Holder, unless such Holder shall have offered to the Trustee and/or the Collateral Agent, as applicable,
security and indemnity satisfactory to it against any loss, liability or expense.


 


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


 


(g)              
The Trustee will be permitted to engage in other transactions; provided, however, that if it acquires
any conflicting interest it must eliminate such conflict within 90 days or resign.


 


(h)              
The Trustee and the Collateral Agent agree to accept and act upon facsimile or electronic transmission of manually-signed
documents (including portable document format) hereunder.


 


Section
7.2 Rights of Trustee


 


(a)              
The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed
by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter
stated in any such document.


 









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(b)              
 Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel
or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s
Certificate or Opinion of Counsel. The Trustee may consult with counsel of the Trustee’s own choosing and the Trustee shall
be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
on the advice or opinion of such counsel or on any Opinion of Counsel.


 


(c)              
The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any
attorney or agent appointed with due care.


 


(d)              
The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within the rights or powers conferred upon it by this Indenture or the Escrow and Security Agreement. Any request or direction
of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate and a Board Resolution delivered
to the Trustee. Whenever in the administration of this Indenture or the Escrow and Security Agreement 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 negligence or willful misconduct on its part, conclusively
rely upon an Officer’s Certificate.


 


(e)              
Unless otherwise specifically provided in this Indenture or the Escrow and Security Agreement, any demand, request, direction
or notice from the Company or a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor.


 


(f)               
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 unless such Holders shall have offered to the Trustee security and indemnity reasonably satisfactory
to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.


 


(g)              
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or documents, 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 have
reasonable access after reasonable notice during normal business hours to the books, records and premises of the Company or any
Guarantor, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such
inquiry or investigation.


 


(h)              
The rights, privileges, protections and benefits given to the Trustee, including its rights to be indemnified, are extended
to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Persons
employed to act hereunder or under any Security Document (including the Collateral Agent).


 









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(i)                
 The permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture or any Security
Document shall not be construed as a duty.


 


(j)                
In the event that the Trustee (in such capacity or in any other capacity hereunder,
under any Security Document or under the Escrow and Security Agreement) is unable to decide between alternative courses of action
permitted or required by the terms of this Indenture, any Security Document or the Escrow and Security Agreement, or in the event
that the Trustee is unsure as to the application of any provision of this Indenture, any Security Document or the Escrow and Security
Agreement, or believes any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other
applicable provision, or in the event that this Indenture, any Security Document or the Escrow and Security Agreement permits any
determination by or the exercise of discretion on the part of the Trustee or is silent or is incomplete as to the course of action
that the Trustee is required to take with respect to a particular set of facts, the Trustee may give notice (in such form as shall
be appropriate under the circumstances) to the Holders requesting instruction as to the course of action to be adopted, and to
the extent the Trustee acts in good faith in accordance with any written instructions received from a majority in aggregate principal
amount of the then outstanding Notes, the Trustee shall not be liable on account of such action to any Person. If the Trustee shall
not have received appropriate instruction within ten (10) days of such notice (or such shorter period as reasonably may be specified
in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking
such action as it shall deem to be in the interests of the Holders and the Trustee shall have no liability to any Person for such
action or inaction.


 


Section
7.3 Individual Rights of Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate
of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights and duties.
The Trustee is also subject to Sections 7.10 and 7.11.


 


Section
7.4 Trustee’s Disclaimer


 


The Trustee shall not
be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, or the existence,
genuineness, value, filing or protection of any Collateral (except for the safe custody of Collateral in its possession in accordance
with the terms hereof), for the legality, effectiveness or sufficiency of any Security Document, the Escrow and Security Agreement,
or for the creation, perfection, priority, sufficiency or protection of any Notes Lien, and it shall not be accountable for the
Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under
any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it shall not be responsible for any statement or recital herein, any statement in the Notes, or any
statement or recital in any document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate
of authentication on the Notes. The Trustee shall not be responsible for calculating the Applicable Premium, or determining whether
such amounts are due.


 






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Section
7.5 Notice of Defaults


 


If a Default occurs
and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders a notice
of the Default within 90 days after it occurs, or if discovered after such 90 day period, promptly after the Trustee learns of
such Default (unless such Default shall have been cured or waived). Except in the case of a Default in payment of principal of,
premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as the Trustee in good faith determines
that withholding the notice is in the interests of the Holders.


 


The Trustee shall not
be deemed to have notice or be charged with knowledge of any Default or Event of Default (other than a Default or Event of Default
in the payment of interest or premium, if any, on, or the principal of, the Notes)unless a Responsible Officer of the Trustee has
actual knowledge thereof or shall have received written notice thereof at its address set forth in Section 12.2 from the Company,
any Guarantor or Holders of 30 % in aggregate principal amount of the then outstanding Notes specifying the occurrence and nature
thereof and stating that such notice is a notice of default.


 


Section
7.6 [Reserved]


 


Section
7.7 Compensation and Indemnity


 


The Company shall pay
to the Trustee from time to time compensation as shall be agreed to in writing by the Company and the Trustee for its acceptance
of this Indenture and services hereunder (it being hereby agreed that the compensation set forth in any fee letter between the
Company and the Trustee shall be deemed to be reasonable). The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements, fees and expenses of the Trustee’s agents and counsel.


 


The Company and
the Guarantors, jointly and severally, shall indemnify the Trustee (which for purposes of this Section 7.7 shall include its
officers, directors, agents and employees) against any and all claims, damages, losses, liabilities or expenses incurred by
it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including this Section 7.7) and 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, except to the extent any such loss, claim, damage, liability or expense
may be attributable to its negligence or willful misconduct, as determined by a final non-appealable judgment of a court of
competent jurisdiction. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure
by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of one such counsel. The Company and the Guarantors need not pay for any settlement made without
their consent, which consent shall not be unreasonably withheld.


 






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The obligations of
the Company and the Guarantors under this Section 7.7 shall survive the satisfaction and discharge or termination for any reason
of this Indenture, including any termination or rejection hereof under any Bankruptcy Law, or the resignation or removal of the
Trustee.


 


To secure the Company’s
and the Guarantors’ obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay principal, premium, if any, or interest, if any, on particular
Notes. Such Lien shall survive the satisfaction and discharge or termination for any reason of this Indenture and the resignation
or removal of the Trustee.


 


In addition, and without
prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses
or renders services after an Event of Default specified in clause (8) of the first paragraph of Section 6.1 occurs, the expenses
and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses
of administration under any Bankruptcy Law.


 


“Trustee”
for the purposes of this Section 7.7 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder
and each agent, custodian and other person employed to act hereunder or under any Security Document; provided, however,
that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 


The Trustee shall comply
with the provisions of TIA § 313(b)(2) to the extent applicable.


 


Section
7.8 Replacement of Trustee


 


A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance
of appointment as provided in this Section 7.8.


 


The Trustee may resign
in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in
aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in
writing. The Company may remove the Trustee if:


 


(a)              
the Trustee fails to comply with Section 7.10;


 


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


 


(c)              
a Custodian or public officer takes charge of the Trustee or its property; or


 


(d)              
the Trustee becomes incapable of acting.


 









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If the Trustee resigns,
is removed or becomes incapable of acting, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly
appoint a successor Trustee.


 


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


 


If the Trustee, after
written request by any Holder who has been a Holder for at least six (6) months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and the duties
of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Holders. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to
the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7. Notwithstanding replacement of the Trustee
pursuant to this Section 7.8, the Company’s obligations under and the Lien provided for in Section 7.7 shall continue for
the benefit of the retiring Trustee.


 


Section
7.9 Successor Trustee by Merger, Etc.


 


Any entity into which
the Trustee or any Agent may be merged or converted or with which the Trustee or any Agent may be consolidated, or any entity resulting
from any merger, conversion or consolidation to which the Trustee or any Agent shall be a party, or any entity succeeding to all
or substantially all of the corporate trust business of the Trustee or any Agent, shall be the successor of the Trustee or any
Agent hereunder, as applicable, provided such entity shall be otherwise qualified and eligible under this Article VII, to the extent
operative, without the execution or filing of any document or further act on the part of any of the parties hereto. In the case
any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same
effect as if such successor Trustee had itself authenticated such Notes.


 


Section
7.10 Eligibility; Disqualification


 


There shall at all
times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America
or of any state thereof that is authorized under such laws to exercise corporate trust power and that is subject to supervision
or examination by federal or state authorities. The Trustee shall at all times have a combined capital surplus of at least $50.0
million as set forth in its most recent annual report of condition. If at any time the Trustee ceases to be eligible in accordance
with the provisions of this Section 7.10, it shall resign immediately in the manner and with the effect specified in this Article
VII.


 






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This Indenture
shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1), (2) and (5). The Trustee is subject
to TIA § 310(b) including the provision in § 310(b)(1); provided that there shall be excluded from the
operation of TIA § 310(b)(1) any indenture or indentures under which other securities, or certificates of interest or
participation in other securities, of the Company or the Guarantors are outstanding if the requirements for exclusion set
forth in TIA § 310(b)(1) are met.


 


Section
7.11 Preferential Collection of Claims Against the Company


 


The Trustee is subject
to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated therein.


 


Section
7.12 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 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
twenty (20) 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.


 


Section
7.13 Limitation of Liability


 


In no event shall the
Trustee or the Collateral Agent, Paying Agent or Registrar or in any other capacity hereunder, be liable under or in connection
with this Indenture or under any Security Documents for indirect, special, incidental, punitive or consequential losses or damages
of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee or the Collateral
Agent, Paying Agent or Registrar or in any other capacity hereunder, has been advised of the possibility thereof and regardless
of the form of action in which such damages are sought. The Trustee, the Collateral Agent and/or the Agent shall not be responsible
or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly
or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes;
fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions;
loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes;
and acts of civil or military authority and governmental action. The provisions of this Section 7.13 shall survive satisfaction
and discharge or the termination for any reason of this Indenture and the resignation or removal of the Trustee, the Collateral
Agent or the Agent.


 


Section
7.14 Collateral Agent and Holders’ Authorization to Trustee


 


(a)       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 Collateral Agent.


 









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(b)       By
their purchase of the Notes, the Holders hereby authorize and direct the Trustee to execute and deliver the Escrow and Security
Agreement and to perform its obligations thereunder. The Trustee shall have all of the rights, benefits, privileges, protections,
indemnities, and immunities set forth in this Indenture in connection with the Escrow and Security Agreement.


 


Section
7.15 Co-Trustees; Separate Trustee; Collateral Agent.


 


At any time or times,
for the purpose of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the time be located,
the Company, the Collateral Agent and the Trustee shall have power to appoint, and, upon the written request of (i) the Trustee
or the Collateral Agent or (ii) the Holders of at least a majority of the outstanding principal amount at maturity of the Notes,
the Company shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements
necessary or proper to appoint, one (1) or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee,
or to act as separate trustee, co-collateral agent, sub-collateral agent or separate collateral agent of any such property, in
either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this
Section 7.15. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request in
accordance with this Section 7.15 so to do, or in case an Event of Default has occurred and is continuing, the Trustee or the Collateral
Agent alone shall have power to make such appointment.


 


Should any written
instrument from the Company be requested by any co-trustee or separate trustee or co-collateral agent, sub-collateral agent or
separate collateral agent so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right
or power, any and all such instruments shall, on request of such co-trustee or separate trustee or separate collateral agent, be
executed, acknowledged and delivered by the Company.


 


Any co-trustee, separate
trustee or co-collateral agent, sub-collateral agent or separate collateral agent shall agree in writing to be and shall be subject
to the provisions of the applicable Security Documents as if it were the Trustee thereunder (and the Trustee shall continue to
be so subject).


 


Every co-trustee or
separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following terms and subject in all cases to the provisions of the Security
Documents, namely:


 


The Notes shall be
authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities,
cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised
solely, by the Trustee.


 






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The rights,
powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such
co-trustee or separate trustee jointly, or by the Trustee and such co-collateral agent, sub-collateral agent or separate
collateral agent jointly as shall be provided in the instrument appointing such co-trustee, separate trustee or separate
collateral agent, except to the extent that under any law of any jurisdiction in which any particular act is to be performed,
the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee, separate trustee or co-collateral agent, sub-collateral
agent or separate collateral agent.


 


The Trustee at
any time, by an instrument in writing executed by it, with the concurrence of the Company evidenced by a Board Resolution,
may accept the resignation of or remove any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or
separate collateral agent appointed under this Section 7.15, and, in case an Event of Default has occurred and is continuing,
the Trustee shall have power to accept the resignation of, or remove, any such co-trustee, separate trustee or co-collateral
agent, sub-collateral agent or separate collateral agent without the concurrence of the Company. Upon the written request of
the Trustee, the Company shall join with the Trustee in the execution, delivery and performance of all instruments and
agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee, separate trustee or
co-collateral agent, sub-collateral agent or separate collateral agent so resigned or removed may be appointed in the manner
provided in this Section 7.15.


 


No co-trustee, separate
trustee or co-collateral agent, sub-collateral agent or separate collateral agent hereunder shall be liable by reason of any act
or omission of the Trustee, or any other such trustee, co-trustee, separate trustee, co-collateral agent, sub-collateral agent
or separate collateral agent hereunder.


 


The Trustee shall not
be liable by reason of any act or omission of any co-trustee, separate trustee, co-collateral agent, sub-collateral agent or separate
collateral agent.


 


Any Act of Holders
delivered to the Trustee shall be deemed to have been delivered to each such co-trustee, separate trustee or co-collateral agent,
sub-collateral agent or separate collateral agent, as the case may be.


 


Article
VIII

 


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section
8.1 Option to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may, at
its option and at any time evidenced by a Board Resolution set forth in an Officer’s Certificate, elect to have either Section
8.2 or 8.3 applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.


 


Section
8.2 Legal Defeasance.


 


Upon the
Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from its obligations with respect
to all outstanding Notes, and all obligations of the Guarantors shall be deemed to have been discharged with respect to their
Note Guarantees, on the date the conditions set forth below are satisfied (hereinafter, “legal
defeasance”). For this purpose, legal defeasance means that the Company shall be deemed to have paid and discharged
the entire Debt represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only
for the purposes of Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all of its other obligations under such Notes and this Indenture (and the Trustee, on written demand of and at the
expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder:


 






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(a)              
the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest
on such Notes when such payments are due from the trust referred to in Section 8.4(l);


 


(b)              
the Company’s obligations with respect to the Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2;


 


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


 


(d)              
the provisions of this Article VIII.


 


Subject to compliance
with this Article VIII, the Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option
under Section 8.3.


 


Section
8.3 Covenant Defeasance.


 


Upon the Company’s
exercise under Section 8.1 of the option applicable to this Section 8.3, the Company and the Guarantors shall, subject to the satisfaction
of the conditions set forth in Section 8.4, be released from their obligations under the covenants contained in Sections 4.3, 4.4,
4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.18, 4.19, 4.20 and 5.1 with respect to the outstanding Notes and Note
Guarantees on and after the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”
and, together with legal defeasance, “defeasance”), and the Notes shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection
with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood
that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, covenant defeasance means that, with
respect to the outstanding Notes, the Company or any of its Subsidiaries may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1, but, except
as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s
exercise under Section 8.1 of the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth
in Section 8.4, clauses (3), (4), (5), (6), (7) and (9) of the first paragraph of Section 6.1 shall not constitute Events of Default.


 






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Section
8.4 Conditions to Legal Defeasance or Covenant Defeasance.


 


The following shall
be the conditions to the application of either Section 8.2 or 8.3 to the outstanding Notes:


 


		(1)	the Company must irrevocably deposit or cause to be irrevocably deposited with the Trustee, in trust, for the benefit of the
Holders, cash in U.S. Dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient,
in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent chartered public accountants,
expressed in a written opinion thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee
to pay the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the applicable redemption
date, as the case may be, and the Company must specify whether the Notes are being defeased to Stated Maturity or to a particular
redemption date;



 


		(2)	in the case of legal defeasance, 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 Issue Date, there
has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the Holders and beneficial owners of the outstanding Notes will not recognize gain or loss for U.S.
federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;



 


		(3)	in the case of covenant defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that
the Holders and beneficial owners of the outstanding Notes will not recognize gain or loss for U.S. federal income tax purposes
as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance had not occurred;



 


		(4)	no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event
of Default resulting from the borrowing of funds to be applied to such deposit or the granting of any Lien to secure such borrowing);



 


		(5)	such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any
material agreement or instrument (other than this Indenture) to which the Company is a party or by which the Company is bound;
and



 


		(6)	the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect
that all conditions precedent relating to such legal defeasance or covenant defeasance have been satisfied.



 









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Notwithstanding the foregoing, the Opinion
of Counsel required by clause (2) above with respect to a legal defeasance need not to be delivered if all Notes not theretofore
delivered to the Trustee for cancellation (x) have become due and payable by reason of the mailing of a notice of redemption or
otherwise, (y) will become due and payable within one year or (z) are to be called for redemption within one year under arrangements
reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee.


 


Section
8.5 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section
8.6, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 in
respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes
and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or any Subsidiary thereof
acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent
required by law.


 


The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government
Obligations deposited pursuant to Section 8.4 or the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the outstanding Notes.


 


Anything in this Article
VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request
of the Company and be relieved of all liability with respect to any money or non-callable U.S. Government Obligations held by it
as provided in Section 8.4 which, in the opinion of a nationally recognized firm of independent chartered public accountants expressed
in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(1)), are in excess
of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.


 


Section
8.6 Repayment to Company.


 


Subject to
applicable law, any money or property deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of, premium, if any, or interest, if any, on any Note and remaining unclaimed for one (1)
year after such principal and premium, if any, or interest has become due and payable shall be paid to the Company on its
written request or (if then held by the Company) 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; provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal
(national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be
less than thirty (30) days from the date of such notification or publication, any unclaimed balance of such money or property
then remaining shall be repaid to the Company.


 






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Section
8.7 Reinstatement.


 


If the Trustee or Paying
Agent is unable to apply any U.S. Dollars or non-callable U.S. Government Obligations in accordance with Section 8.2 or 8.3, as
the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations of the Company under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.2 or 8.3 until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 8.2 or 8.3, as the case may be; provided, however, that, if
the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or property held
by the Trustee or Paying Agent.


 


Section
8.8 Discharge.


 


This Indenture will
be discharged and will cease to be of further effect as to all Notes issued hereunder (subject to those provisions that by their
express terms shall survive) (a “Discharge”), when:


 


		(1)	either



 


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



 


		(B)	all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the
                                                             mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called
                                                             for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of
                                                             redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust
                                                             of cash in U.S. Dollars, non-callable U.S. Government Obligations, or a combination thereof in an amount sufficient to pay
                                                             and discharge the principal, premium, if any, and interest on, the Notes to the Stated Maturity thereof or the date of
                                                             redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable
                                                             Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited
                                                             with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as
                                                             of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited
with the Trustee by 11:00 am NY time on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in
an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that
confirms that such Applicable Premium Deficit shall be applied toward such redemption;



 





 






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		(2)	the Company has paid or caused to be paid all other sums then due and payable under this Indenture by the Company;



 


		(3)	the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which
the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;



 


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



 


		(5)	the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the Trustee, each stating
that all conditions precedent under this Indenture relating to the Discharge have been satisfied.



 


The Collateral will
be released from the Notes Lien securing the Notes, as provided under Section 10.4 hereof, upon a Discharge in accordance with
the provisions of this Section 8.8.


 


Article
IX


 


AMENDMENT,
SUPPLEMENT AND WAIVER


 


Section
9.1 Without Consent of Holders.


 


Notwithstanding Section
9.2 of this Indenture, without the consent of any Holders, the Company, the Guarantors, the Trustee and/or the Collateral Agent,
as applicable, may amend or supplement the Notes Documents to:


 


		(1)	cure any ambiguity, defect, omission, mistake, or inconsistency or to make any modification of a formal, minor or technical
nature;



 


		(2)	evidence the succession of another Person to the Company or any Guarantor and the assumption by any such successor of the covenants
and other obligations of the Company or such Guarantor under this Indenture, the Notes, the Note Guarantees or the Security Documents;



 


		(3)	comply with the covenant relating to consolidations, amalgamations, mergers, conveyances, transfers and leases;



 






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		(4)	add to the covenants of the Company or any Guarantor for the benefit of the Holders, or to surrender any right or power herein
conferred upon the Company or any Restricted Subsidiary;



 


		(5)	add additional Events of Default;



 


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



 


		(7)	evidence and provide for the acceptance and appointment under this Indenture or the Security Documents of a successor Trustee
or Collateral Agent;



 


		(8)	provide for or confirm the issuance of Additional Notes and all related obligations in accordance with the terms of this Indenture
and the Security Documents;



 


		(9)	add Guarantors with respect to the Notes or to release a Guarantor from its Note Guarantee in accordance with this Indenture;



 


		(10)	make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal
rights of the Holders in any material respect, as determined by the Company in good faith;



 


		(11)	make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this
Indenture, including to facilitate the issuance and administration of the Notes or to comply with the rules of any applicable securities
depository; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes
being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially
and adversely affect the rights of Holders to transfer Notes;



 


		(12)	conform the text of this Indenture or any other Notes Document to any provision of the “Description of Notes” in
the Offering Memorandum to the extent that such was intended to be a verbatim recitation of a provision of this Indenture or any
other Notes Documents, as certified in an Officer’s Certificate;



 


		(13)	provide for the release, addition, completion, confirmation or grant of Collateral or Note Guarantees permitted or required
by this Indenture or the Security Documents, including the entering into or execution of additional or supplemental Collateral
Documents, supplemental indentures and/or Note Guarantees or to subordinate such Lien when permitted or required by this Indenture
or the Security Documents, including the Intercreditor Agreement;



 


		(14)	mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee and the
Holders, as additional security for the payment and performance of all or any portion of the Notes Obligations under this Indenture
and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which
a Lien is required to be granted to the Collateral Agent for the benefit
of the Holders pursuant to this Indenture, any of the Security Documents or otherwise;



 






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		(15)	(i) enter into additional, amended or supplemental Security Documents (including an amended Intercreditor Agreement to provide
for Additional First Lien Obligations or Additional Second Lien Obligations incurred pursuant to this Indenture and an amended
Second Lien Pari Passu Intercreditor Agreement to provide for Additional Second Lien Obligations) or (ii) provide for the release
of Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents,
the Intercreditor Agreement, the Second Lien Pari Passu Intercreditor Agreement or this Indenture; or



 


		(16)	secure any Additional Second Lien Obligations under the Security Documents.



 


Section
9.2 With Consent of Holders.


 


Except as provided
below in this Section 9.2, the Notes Documents may be amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender
offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of the Notes
Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding
Notes (including consents obtained in connection with purchase of, or tender offer or exchange offer for, the Notes); provided,
however, that without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not (with respect
to any Notes held by a non-consenting Holder):


 


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



 


		(2)	reduce the principal of, or rate of interest on, or premium payable on, any Note;



 


		(3)	change the place of payment where, or the currency in which, the principal of, or interest or premium, if any, on any Note
is payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof;



 


		(4)	change the date on which any Notes may be subject to redemption or reduce the redemption price therefor (it being understood
that a change to any advance notice requirement with respect to such date shall not be deemed to be a change of such date);



 


		(5)	reduce the percentage in aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;



 


		(6)	subordinate, in right of payment, the Notes to any other Debt of the Company;



 






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



 


		(8)	waive a redemption payment with respect to any Note (other than a payment required by Section 4.10 or Section 4.14);



 


		(9)	make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of holders of Notes
to receive payments of principal of, premium, if any, and interest on the Notes when due and payable; or



 


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



 


In addition, any amendment
or supplement to, or waiver of, the provisions of the Notes Documents that has the effect of releasing (x) all or substantially
all of the Collateral from the Notes Liens securing the Notes or (y) any Guarantor from any of its obligations under its Note Guarantee
or this Indenture, except in accordance with the terms of this Indenture, will, in each case, require the consent of the Holders
of at least 66 2/3% in aggregate principal amount of the outstanding Notes.


 


The consent of the
Holders is not necessary under this Section 9.2 to approve the particular form of any proposed amendment of any Notes Document.
It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or waiver under this
Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by
such tender.


 


For the avoidance of
doubt, no amendment to, or deletion of any of the covenants described in Article IV or action taken in compliance with the covenants
in effect at the time of such action, shall be deemed to impair or affect any rights of any Holder of Notes to receive payment
of principal of, or premium, if any, or interest on, the Notes or to institute suit for the enforcement of any payment on or with
respect to such Holder’s Notes.


 


Section
9.3 Revocation and Effect of Consents.


 


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


 


The Company may,
but shall not be obligated to, fix a record date for determining which Holders consent to such amendment, supplement or
waiver. If the Company fixes a record date, the record date shall be fixed at (i) the later of thirty (30) days prior to the
first solicitation of such consent or the date of the most recent list of Holders furnished for the Trustee prior to such
solicitation pursuant to Section 2.5 or (ii) such other date as the Company shall designate.


 






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Section
9.4 Notation on or Exchange of Notes.


 


The Trustee may place
an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange
for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.


 


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


 


After any amendment,
supplement or waiver becomes effective, the Company shall mail to Holders a notice briefly describing such amendment, supplement
or waiver. The failure to give such notice shall not affect the validity and effect of such amendment, supplement or waiver.


 


Section
9.5 Trustee to Sign Amendments, Etc.


 


The Trustee shall sign
any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company and the Guarantors may not sign an amendment or
supplemental indenture until their respective Boards of Directors approve it. In signing or refusing to sign any amendment or supplemental
indenture the Trustee shall be entitled to receive and shall be fully protected in relying upon an Officer’s Certificate
and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by
this Indenture, that all conditions precedent thereto have been satisfied or waived, that such amendment or supplemental indenture
is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Trustee
may but need not sign any such amendment or supplemental indenture. In signing such amendment or supplemental indenture, the Trustee
shall receive indemnity reasonably satisfactory to it.


 


Article
X


 


SECURITY


 


Section
10.1 Appointment and Authorization of the Collateral Agent.


 


(a)              
The Collateral Agent is hereby designated and appointed as the Collateral Agent of the Trustee and the Holders under the
Security Documents, and is authorized as the Collateral Agent for the Trustee and such Holders to execute and enter into each of
the Security Documents and the Intercreditor Agreement and all other instruments relating to the Security Documents and (i) to
take action and exercise such powers as are expressly required or permitted hereunder and under the Security Documents and the
Intercreditor Agreement and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such duties
as are in each case, expressly delegated to the Collateral Agent by the terms hereof and thereof together with such other powers
as are reasonably incidental hereto and thereto.


 






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(b)              
 The Collateral Agent is hereby authorized to execute and enter into any other Intercreditor Agreement that may be entered
into after the Issue Date by the Company, any Guarantor and the Collateral Agent in connection with Credit Facilities not otherwise
prohibited by this Indenture (which is not materially less favorable to the Collateral Agent and the Holders (taken as a whole)
than the Intercreditor Agreement referred to in clause (i) of the definition of “Intercreditor Agreement” set forth
in Section 1.1) (as certified to by the Company in an Officer’s Certificate delivered to the Trustee and the Collateral Agent).


 


(c)              
Notwithstanding any provision to the contrary elsewhere in this Indenture, the Intercreditor Agreement or the Security Documents,
the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary
relationship with any Holder or the Trustee, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Indenture, the Intercreditor Agreement or any Security Document or otherwise exist against the Collateral
Agent.


 


(d)              
Before the Collateral Agent acts or refrains from acting, it may require an Officer’s Certificate or Opinion of Counsel
or both. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any such
Officer’s Certificate or Opinion of Counsel. The Collateral Agent may consult with counsel of the Collateral Agent’s
own choosing and the Collateral Agent shall be fully protected from liability in respect of any action taken, suffered or omitted
by it hereunder or under the Security Documents in good faith and in reliance on the advice or opinion of such counsel or on any
Opinion of Counsel.


 


Section
10.2 Security Documents; Additional Collateral.


 


(a)              
Security Documents. In order to secure the due and punctual payment of the Notes Obligations, the Company, the Guarantors,
the Collateral Agent and the other parties thereto have simultaneously with the execution of this Indenture entered or, in accordance
with the provisions of Section 4.19, Section 4.20 and this Article X and Sections 5.1 and 12.1 of the security agreement referred
to in clause (i) of the definition of “Security Agreement” set forth in Section 1.1, will enter into the Security Documents,
including any security agreement entered into after the Issue Date by the Company, the Collateral Agent and any Guarantors, identical
in form and substance to the abovementioned Security Agreement, except with such changes as are necessary for such document to
be governed by U.S. law and to perfect the Notes Liens in the Collateral owned by such Guarantors.


 


(b)              
Additional Collateral. With respect to assets acquired after the Issue Date, the Company or applicable Guarantor
will take the applicable actions required by the Security Documents.


 


Section
10.3 Recording, Registration and Opinions.


 


The Company shall
furnish to the Collateral Agent (with a copy to the Trustee) on or within one month after November 29 of each year,
commencing November 29, 2018, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing
statements, financing statement amendments and continuation statements have been or will be executed (if required) and filed
that are necessary, as of such date or promptly thereafter and during the succeeding twelve (12) months, to maintain the
perfection of Notes Liens under the Security Documents on the Collateral, and reciting the details of such action or (B)
stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of such Notes Liens.
Such Opinion of Counsel may refer to prior Opinions of Counsel and contain customary assumptions, qualifications and
exceptions and may rely on an Officer’s Certificate of the Company.


 






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Section
10.4 Releases of Collateral.


 


The Company and the
Guarantors will be entitled to releases of assets included in the Collateral from the Notes Liens securing the Obligations under
the Notes and the Note Guarantees under any one or more of the following circumstances:


 


		(1)	in whole or in part, as applicable, as to all or any portion of property subject to such Notes Liens which has been taken by
eminent domain, condemnation or other similar circumstances;



 


		(2)	in connection with asset dispositions permitted or not prohibited under Section 4.10 (provided that, for the avoidance of doubt,
if any assets included in the Collateral are released to a Restricted Subsidiary that is (or is required to be) a Guarantor, the
assets will not be released from the Notes Liens securing the Obligations under the Notes and the Note Guarantees);



 


		(3)	if any Guarantor is released from its Note Guarantee in accordance with the terms of this Indenture (including by virtue of
such Guarantor ceasing to be a Restricted Subsidiary or becoming an Excluded Subsidiary), that Guarantor’s assets will also
be released from the Notes Liens securing the Obligations under the Notes and the Note Guarantees; or



 


		(4)	if required in accordance with the terms of the Intercreditor Agreement, including in connection with any Enforcement Action
by any First Lien Representative or any First Lien Collateral Agent or any other exercise of any First Lien Representative’s
or any First Lien Collateral Agent’s remedies in respect of the Collateral.



 


The Notes Liens securing
the Obligations under the Notes and the Note Guarantees also will be released:


 


		(1)	upon legal defeasance or covenant defeasance or discharge of this Indenture as described in Article VIII; or



 


		(2)	with the consent of the holders of the requisite percentage of Notes in accordance with Article IX.



 


The Collateral Agent
shall execute such acknowledgments and releases as the Company may request in connection with any release, and the Collateral Agent
shall be entitled to rely exclusively on an Officer’s Certificate of the Company when executing any such acknowledgment or
release.


 






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Section
10.5 Form and Sufficiency of Release.


 


In the event that either
Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any
portion of the Collateral that, under the terms of this Indenture may be sold, exchanged or otherwise disposed of by the Company
or any Guarantor, and the Company or such Guarantor requests the Trustee to furnish a written disclaimer, release or quitclaim
of any interest in such property under this Indenture, the applicable Guarantee and the Security Documents, upon receipt of an
Officer’s Certificate and Opinion of Counsel to the effect that such release complies with Section 10.4 and specifying the
provision in Section 10.4 pursuant to which such release is being made (upon which the Trustee may exclusively and conclusively
rely), the Trustee shall execute, acknowledge and deliver to the Company or such Guarantor (or instruct the Collateral Agent to
do the same) such an instrument in the form provided by the Company, and providing for release without recourse and shall take
such other action as the Company or such Guarantor may reasonably request and as necessary to effect such release. Before executing,
acknowledging or delivering any such instrument, the Trustee shall be furnished with an Officer’s Certificate and an Opinion
of Counsel (on which the Trustee shall be entitled to conclusively and exclusively rely) each to the effect that such release is
authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such
release have been satisfied.


 


Section
10.6 Possession and Use of Collateral.


 


Subject to the provisions
of the Security Documents and the Intercreditor Agreement, the Company and the Guarantors shall have the right to remain in possession
and retain exclusive control of and to exercise all rights with respect to the Collateral (other than monies or U.S. Government
Obligations deposited pursuant to Article VIII, and other than as set forth in the Security Documents, the Intercreditor Agreement
and this Indenture), to operate, manage, develop, lease, use, consume and enjoy the Collateral (other than monies and U.S. Government
Obligations deposited pursuant to Article VIII and other than as set forth in the Security Documents, the Intercreditor Agreement
and this Indenture), to alter or repair any Collateral so long as such alterations and repairs do not impair the Lien of the Security
Documents hereon, and to collect, receive, use, invest and dispose of the reversions, remainders, interest, rents, lease payments,
issues, profits, revenues, proceeds and other income thereof.


 


Section
10.7 Purchaser Protected.


 


No purchaser or grantee
of any property or rights purporting to be released shall be bound to ascertain the authority of the Trustee or Collateral Agent
to execute the release or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority
so long as the conditions set forth in Section 10.5 have been satisfied.


 


Section
10.8 Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents and the Intercreditor
Agreement.


 


The Holders agree
that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits
provided to the Collateral Agent by the Security Documents and the Intercreditor Agreement. Furthermore, each Holder of a
Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee and the Collateral Agent to
enter into and perform the Security Documents and the Intercreditor Agreement in each of its capacities thereunder.


 






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Section
10.9 Authorization of Receipt of Funds by the Trustee Under the Security Agreement.


 


The Trustee is authorized
to receive any funds for the benefit of Holders distributed under the Security Documents to the Trustee, and to apply such funds
as provided in Section 6.10.


 


Section
10.10 Powers Exercisable by Receiver or Collateral Agent.


 


In case the Collateral
shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article X upon the Company
or any Guarantor, as applicable, with respect to the release, sale or other disposition of such Collateral may be exercised by
such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument
of the Company or any Guarantor, as applicable, or of any Officer or Officers thereof required by the provisions of this Article
X.


 


For the avoidance of
doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, or to be responsible
for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral
in its possession and the accounting for moneys actually received by it hereunder or under any other Security Documents) and such
responsibility shall be solely that of the Company.


 


Article
XI


 


NOTE
GUARANTEES


 


Section
11.1 Note Guarantees.


 


(a)              
From and after the Escrow Release Date, each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees
the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee on behalf of such Holder, that: (i) the principal of and premium, if any, and interest on the
Notes shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including,
without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code), and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or
performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal
of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantees of the Guarantors
shall be a guarantee of payment and not of collection.


 






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(b)               Each
Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any
Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor.


 


(c)              
Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in
the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other
Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor shall not be discharged
as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided
for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium,
if any, or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise,
legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions
set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first
proceeding against the Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance
of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights
to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy
with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount
that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any
of the Holders.


 


(d)              
If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by any of them
to the Trustee or such Holder, the Note Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated
in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the
Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of
this Indenture.


 


(e)              
Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes
of the Note Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration
in respect of the Obligations guaranteed hereby, and (y) in the event of any acceleration of such Obligations as provided in Article
VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose
of the Note Guarantee of such Guarantor.


 






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Section
11.2 [Reserved].


 


Section
11.3 Severability.


 


In case any provision
of any Note Guarantee 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
11.4 Limitation of Guarantors’ Liability.


 


From and after the
Escrow Release Date, each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties
that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of the Bankruptcy
Law. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the Obligations
of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will, after giving effect to all other contingent
and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the Obligations of such other Guarantor under its Note Guarantee,
result in the Obligations of such Guarantor under its Note Guarantee not becoming voidable under applicable Bankruptcy Law relating
to fraudulent transfer or fraudulent conveyance.


 


Section
11.5 Guarantors May Consolidate, Etc., on Certain Terms.


 


Subject to Section
11.6, a Guarantor (other than the Company) may not sell or otherwise dispose of all or substantially all of its assets, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless:


 


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



 


		(2)	either:



 


		(A)	the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation
or merger (if other than such Guarantor) (the “Successor Guarantor”) assumes all the obligations of that Guarantor
under this Indenture pursuant to a supplemental indenture in substantially the form attached as Exhibit D or Exhibit
E, as applicable; or



 


		(B)	the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the provisions of Section 4.10;
and



 


		(3)	in the case of any transaction pursuant to subclause (2)(A) above,



 


		(A)	such Guarantor or the Successor Guarantor, as applicable, causes such amendments, supplements or other instruments to be executed,
delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien
of the Security Documents on the Collateral owned by or transferred to the Successor Guarantor;



 






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		(B)	the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, as applicable, shall (a) continue to constitute
Collateral under this Indenture and the Security Documents, (b) be subject to the Notes Lien in favor of the Collateral Agent for
the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted Collateral Liens;



 


		(C)	the property and assets of the Person which is merged or consolidated with or into such Guarantor or the Successor Guarantor,
as applicable, to the extent that they are property or assets of the types which would constitute Collateral under the Security
Documents, shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as
may be reasonably necessary to cause such property and assets to be made subject to the Notes Lien of the Security Documents in
the manner and to the extent required in this Indenture; and



 


		(4)	the Company delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel (upon
which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such sale, other disposition, consolidation
or merger complies with the requirements of this Indenture.



 


In case of any such consolidation, merger,
sale or conveyance and upon the assumption by the Successor Guarantor, by supplemental indenture, executed and delivered to the
Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to
be performed by the Guarantor, such Successor Guarantor shall succeed to and be substituted for the Guarantor with the same effect
as if it had been named herein as a Guarantor. All the Note Guarantees so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this
Indenture as though all such Note Guarantees had been issued at the date of the execution hereof.


 


Except as set forth
in Articles IV and V, and notwithstanding clauses (1) and (2)above, nothing contained in this Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale
or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.


 


Notwithstanding any
provision to the contrary in this Section 11.5, Merger Sub may merge with and into Mobile Mini in connection with the Acquisition.


 






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Section
11.6 Release of a Guarantor.


 


The Note Guarantee
of a Guarantor and its obligations under the Notes Documents will be automatically and unconditionally released:


 


(a)              
 in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including
by way of merger, consolidation, amalgamation or otherwise) to a Person that is not (either before or after giving effect to such
transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10
or Section 5.1;


 


(b)              
in connection with any sale, issuance or other disposition of Equity Interests of that Guarantor to a Person that is not
(either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale,
issuance or other disposition does not violate Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the Company
as a result of such sale, issuance or other disposition;


 


(c)              
if the Company designates that Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of
this Indenture;


 


(d)              
upon receipt by the Trustee of an Officer’s Certificate certifying that such Guarantor has met the definition of an
Excluded Subsidiary;


 


(e)              
upon the release, discharge or termination of the guarantee by, or direct obligations of, such Guarantor under the New ABL
Facility and all First Lien Obligations, other than a release, discharge or termination by or as a result of payment in connection
with the enforcement of remedies under such guarantee or direct obligations;


 


(f)               
upon the release of such Guarantor from its Note Guarantee with the consent of the Holders of the requisite percentage of
Notes in accordance with Article IX; or


 


(g)              
upon legal defeasance, covenant defeasance or Discharge of this Indenture under Article VIII.


 


Upon any release of
a Guarantor from its Note Guarantee, such Guarantor shall also be automatically and unconditionally released from its obligations
under the Security Documents. At the Company’s request and expense, the Trustee will execute and deliver any instrument evidencing
the release of any Guarantor from its obligations under its Note Guarantee pursuant to this Section 11.6.


 


Section
11.7 Benefits Acknowledged.


 


Each Guarantor acknowledges
that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Guarantee
and waivers pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.


 






    -134-


     


    

 


Section
11.8 Future Guarantors.


 


Each Restricted
Subsidiary of the Company organized under the laws of the United States, any political subdivision thereof, any state thereof
or the District of Columbia that is required to Guarantee the Notes (and thereby become a Guarantor) after the Issue Date
pursuant to Section 4.17 shall promptly (i) execute and deliver to the Trustee a supplemental indenture, in substantially the
form attached hereto as Exhibit D or Exhibit E, as applicable, pursuant to which such Restricted Subsidiary
shall unconditionally Guarantee, on a senior secured basis, all of the Company’s Obligations under the Notes upon the
terms set forth in this Indenture and (ii) execute and deliver to the Collateral Agent a joinder agreement to each of the
applicable Security Documents defining the terms of the security interests that secure payment and performance when due of
the Notes, and take all actions required by the Security Documents to cause the Notes Liens created thereunder to be duly
perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and
the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor and where such
Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the
Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall
be entitled to conclusively and exclusively rely) to the effect that such supplemental indenture has been duly authorized,
executed and delivered by such Guarantor and that such supplemental indenture is a legally valid and binding obligation of
such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee
may reasonably request (subject to customary exceptions, assumptions and qualifications).


 


Section
11.9 Subordination of Willscot Equipment II, LLC’s Guarantee.


 


Anything herein to
the contrary notwithstanding, each of the Company and the Guarantors, for itself and its successors, and each Holder agrees that
the payment by Willscot Equipment II, LLC (“Willscot Equipment”) of all Obligations with respect to its Note
Guarantee is subordinated in right of payment to the prior payment in full in cash of all Obligations under the New ABL Facility.
The Trustee is authorized and shall take such action as may be necessary or appropriate to effectuate the subordination as provided
in this Section 11.9. No provision of this Section 11.9 shall prevent the occurrence of any Default or Event of Default hereunder.


 


Upon any payment or
distribution of the assets of Willscot Equipment to creditors upon a total or partial liquidation or dissolution, or in a reorganization,
of Willscot Equipment, or, in each case, any similar proceeding relating to Willscot Equipment or its property, the holders of
Obligations under the New ABL Facility shall be entitled to receive payment in full in cash with respect to the assets or property
of Willscot Equipment before Holders of the Notes shall be entitled to receive any payment with respect to the assets or property
of Willscot Equipment.


 


Article
XII


 


MISCELLANEOUS


 


Section
12.1 [Reserved].


 


Section
12.2 Notices.


 


Any notice or communication
by the Company, any Guarantor, the Collateral Agent or the Trustee to the others is duly given if in writing and delivered in person
or mailed by first class mail (registered or certified, return receipt requested) or sent by electronic transmission (including
facsimile transmission or e- mail) or overnight air courier guaranteeing next day delivery, to the others address:


 






    -135-


     


    

 


If to the Escrow Issuer
prior to the Escrow Release Date:


 


Picasso Finance Sub, Inc.


901 S. Bond Street, #600

Baltimore, Maryland 21231

Facsimile: (410) 933-5940

Attention: General Counsel


 


With a copy to:


 


Allen & Overy LLP

1221 Avenue of the Americas

21st Floor

New York, New York 10020

Facsimile: (212) 610-6399

Attention: William F. Schwitter


 


If to WSII and/or any
Guarantor on or after the Escrow Release Date:


 


Williams Scotsman International, Inc.

4646 E. Van Buren Street, Suite 400

Phoenix, Arizona 85008

Facsimile: (800) 298-2585

Attention: General Counsel


 


With a copy to:


 


Allen & Overy LLP

1221 Avenue of the Americas

21st Floor

New York, New York 10020

Facsimile: (212) 610-6399

Attention: William F. Schwitter


 


If to the Trustee or
to the Collateral Agent:


 


Deutsche Bank Trust Company Americas

Trust & Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60-2405

New York, New York 10005


Facsimile: (732) 578-4635

Attention: Corporates Team Deal Manager – Williams Scotsman International, Inc. – SF 2443


 


The Escrow Issuer, WSII, the Guarantors
the Trustee, and the Collateral Agent by notice to the others, may designate additional or different addresses for subsequent notices
or communications.


 






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All notices and communications
(other than those sent to Holders, the Collateral Agent and the Trustee) shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if delivered by electronic transmission; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier promising next Business Day delivery. All notices and communications to the Trustee and/or
the Collateral Agent shall only be deemed to have been duly given upon receipt by a Responsible Officer of the Trustee.


 


Any notice or communication
to a Holder shall be mailed by first class mail or by overnight air courier promising next Business Day delivery to its address
shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.


 


If a notice or communication
is mailed or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives
it, except in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt.


 


If the Company sends
a notice or communication to Holders, it shall send a copy to the Trustee and each Agent at the same time.


 


Notwithstanding any
other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any
notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently
given if given to DTC (or its designee) if delivered electronically.


 


Section
12.3 [Reserved].


 


Section
12.4 Certificate and Opinion as to Conditions Precedent.


 


Upon any request or
application by the Company to the Trustee to take any action under this Indenture (other than the initial issuance of the Notes),
the Company shall furnish to the Trustee upon request:


 


(a)              
an Officer’s Certificate (which shall include the statements set forth in Section 12.5) to the effect that, in the
opinion of the signer or signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and


 


(b)              
an Opinion of Counsel (which shall include the statements set forth in Section 12.5) to the effect that, in the opinion
of such counsel, all such conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action
have been satisfied.


 






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Section
12.5 Statements Required in Certificate or Opinion.


 


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


 


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


 


(b)              
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;


 


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


 


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


 


provided, that an issuer
of an Opinion of Counsel may rely as to matters of fact on an Officer’s Certificate or a certificate of a public official.


 


Section
12.6 Rules by Trustee and Agents.


 


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


 


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


 


No past, present or
future director, officer, employee, general or limited partner, incorporator or stockholder of the Company or any of its Subsidiaries,
as such, will have any personal liability for any obligations of the Company or any Guarantor by reason of his, her or its status
as such director, officer, employee, stockholder, general partner, limited partner or incorporator, under the Notes Documents or
for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. Such waiver
may not be effective to waive liabilities under the U.S. federal securities laws or other corporate laws, and it is the view of
the SEC that such a waiver is against public policy.


 


Section
12.8 Governing Law.


 


THE LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES OF THE GUARANTORS, IF ANY.


 






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Section
12.9 Consent to Jurisdiction; Waiver of Trial by Jury; Service of Process.


 


The parties to
this Indenture each hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court
sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the
Notes, the Note Guarantees or this Indenture, and all such parties hereby irrevocably agree that all claims in respect of
such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive,
to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or
proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE
GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
12.10 No Adverse Interpretation of Other Agreements.


 


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


 


Section
12.11 Successors.


 


All agreements of the
Company and the Guarantors in this Indenture, the Notes and the Note Guarantees, as applicable, shall (except as provided in Section
11.6) bind their respective successors and assigns. All agreements of the Trustee in this Indenture shall bind its successors and
assigns.


 


Section
12.12 Severability.


 


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
12.13 Counterpart Originals.


 


The parties may sign
any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
Delivery of an executed counterpart of a signature page to this Indenture by telecopier, facsimile or other electronic transmission
(i.e. “pdf”, “docusign” or “tif”) shall be effective as delivery of a manually executed counterpart
thereof.


 


Section
12.14 Table of Contents, Headings, Etc.


 


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


 






    -139-


     


    





 


Section
12.15 Acts of Holders.


 


(a)              
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
given or taken by Holders may be embodied in and evidenced by one (1) or more instruments (including instruments in electronic,
digital or other machine-readable form) of substantially similar tenor signed (including signatures in electronic, digital or
other machine-readable form) by such Holders in person or by agent duly appointed in writing (including signatures in electronic,
digital or other machine-readable form); 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. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of 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 conclusive in favor of the Trustee and the Company, if made in
the manner provided in this Section 12.15.


 


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


 


(c)              
The ownership of Notes shall be proved by the Holder list maintained under Section 2.5 hereunder.


 


(d)              
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 or the Company in reliance
thereon, whether or not notation of such action is made upon such Note.


 


(e)              
If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or
other Act, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do
so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose
the outstanding Notes shall be computed as of such record date; provided that no such request, demand, authorization,
direction, notice, consent or waiver by the Holders on such record date shall be deemed effective unless it shall become effective(pursuant
to the provisions of this Indenture, to the extent applicable) not later than six (6) months after the record date.


 


Section
12.16 Security Documents.


 


The Trustee, the Collateral
Agent and the Holders are bound by the terms of the Security Documents and the Intercreditor Agreement.


 






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Section
12.17 [Reserved].


 


Section
12.18 USA Patriot Act. In order to comply with the laws, rules, regulations and executive orders in effect from time
to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities
and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable AML Law”),
the Trustee and Collateral Agent are required to obtain, verify, record and update certain information relating to individuals
and entities which maintain a business relationship with the Trustee and Collateral Agent. Accordingly, each of the parties agree
to provide the Trustee and the Collateral Agent, upon their request from time to time, such identifying information and documentation
as may be available for such party in order to enable the Trustee and Collateral Agent to comply with Applicable AML Law.


 


Section
12.19 Force Majeure. In no event shall the Trustee, the Collateral Agent and/or the Agent 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, epidemic, loss or malfunctions of utilities, communications
or computer (software and hardware) services, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire
or communication facility; 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.


 


Section
12.20 Calculations. Except as otherwise provided, the Company will be responsible for making all calculations called
for under this Indenture or the Notes. The Company will make all such calculations in good faith and, absent manifest error, its
calculations will be final and binding on Holders. The Company will provide a schedule of its calculations to the Trustee and the
Trustee is entitled to rely conclusively upon the accuracy of such calculations without independent verification. The Trustee will
deliver a copy of such schedule to any Holder upon the written request of such Holder.


 






    -141-


     


    

 


Section
12.21 Electronic Signatures. Facsimile, documents executed, scanned and transmitted electronically and electronic
signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures
for purposes of this Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures
having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document
necessary for the consummation of the transactions contemplated by this Indenture or related hereto or thereto (including, without
limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire
transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through
the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable
to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in
conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically
executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be
reasonably chosen by a signatory hereto or thereto. When the Trustee or the Collateral Agent, as applicable, acts on any Executed
Documentation sent by electronic transmission, the Trustee or the Collateral Agent , as applicable will not be responsible or
liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed
Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the
party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict
with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee
or the Collateral Agent , as applicable, shall conclusively presume that Executed Documentation that purports to have been sent
by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation
through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic
methods, including, without limitation, the risk of the Trustee or the Collateral Agent, as applicable acting on unauthorized
instructions and the risk of interception and misuse by third parties.


 


[Signatures on following pages]


 






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


 


	 	Picasso
    FINANCE SUB, INC.
	 	 
	 	By:   	/s/ Hezron Timothy Lopez
	 	 	Name: Hezron Timothy Lopez
	 	 	Title: Vice President, General Counsel & Corporate Secretary






 






     


     


    

 


	 	DEUTSCHE
    BANK TRUST COMPANY AMERICAS,
	 	as Trustee
	 	 
	 	By:   	/s/
    Bridgett Casasnovas
	 	 	Name: Bridgett Casasnovas
	 	 	Title: Vice President
	 	 
	 	By:
    	/s/ Robert Peschler
	 	 	Name: Robert Peschler
	 	 	Title: Vice President






 






     


     


    

 


	 	DEUTSCHE
    BANK TRUST COMPANY AMERICAS,
	 	as Collateral Agent
	 	 
	 	By:   	/s/
    Bridgett Casasnovas
	 	 	Name: Bridgett Casasnovas
	 	 	Title: Vice President
	 	 
	 	By:	/s/
    Robert Peschler
	 	 	Name: Robert Peschler
	 	 	Title: Vice President






 






     


     


    

 


Exhibit
A


 


FORM
OF 6.125% SENIOR SECURED NOTE DUE 2025


 


(Face of 6.125% Senior Secured Note)

6.125% Senior Secured Notes due 2025


 


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


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND
IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.6 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF DTC OR SUCH OTHER REPRESENTATIVE OF DTC
OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC(AND ANY PAYMENT HEREON 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 SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


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


 


THIS SECURITY (OR ITS PREDECESSOR) WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”). NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
PLEDGED, ENCUMBERED, DISPOSED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.


 






    A-1


     


    

 


THE HOLDER OF THIS SECURITY AGREES FOR
THE BENEFIT OF THE COMPANY THAT, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, ISSUANCE
OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR
ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”), SUCH SECURITY MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (A) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) OUTSIDE THE UNITED STATES TO A NON-U.S.
PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE), (D) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION
(AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (E) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH ABOVE. NO REPRESENTATION
CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THIS SECURITY. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


[Insert Temporary Regulation S Notes Legend,
if applicable pursuant to the provisions of the Indenture]


 


THIS SECURITY IS A REGULATION S TEMPORARY
GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE GOVERNING THIS NOTE. EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN THE INDENTURE, NO
TRANSFER OR EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN A TRANSFER RESTRICTED NOTE. NO
EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE REGULATION S GLOBAL NOTE EXCEPT (A) ON
OR AFTER THE TERMINATION OF THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) UPON
DELIVERY OF THE OWNER NOTES CERTIFICATION AND THE TRANSFEREE NOTES CERTIFICATION RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE
TERMS OF THE INDENTURE.


 


UNTIL 40 DAYS AFTER THE COMMENCEMENT OF
THE OFFERING OF THE NOTES, AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT)
MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH
RULE 144A UNDER THE SECURITIES ACT.


 






    A-2


     


    

 


PICASSO FINANCE SUB, INC.

6.125% SENIOR SECURED NOTE DUE 2025


 


	No. [A-1][S-1]	 	NOTES CUSIP: [144A: 71953L AA9]/[Reg S: U72022 AA1]
	 	 	NOTES ISIN: [144A: US71953LAA98]/[Reg S: USU72022AA12]




 


Picasso Finance Sub, Inc., a Delaware
corporation (the “Company,” which term includes any successor entities, including, without limitation, Williams
Scotsman International, Inc., from and following the Escrow Release Date) for value received promises to pay to Cede & Co.
or its registered assigns, the principal sum of [ l ][ l ]
UNITED STATES DOLLARS (US$[ l ]) on June 15, 2025, and to pay interest thereon as hereinafter set forth.


 


Interest Payment Dates:
June 15 and December 15, beginning December 15, 2020


 


Record Dates: June
1 and December 1


 


Dated: June 15, 2020


 


Reference is made to 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.


 


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


 






    A-3


     


    

 


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


 


	 	PICASSO FINANCE SUB, INC.
	 	 
	 	By:   	 
	 	 	Name:
	 	 	Title:






 


	TRUSTEE’S CERTIFICATE
    OF AUTHENTICATION	 
	This is one (1) of the 6.125%
    Senior Secured Notes due 2025	 
	referred to in the within-mentioned
    Indenture:	 
	Dated: June 15, 2020	 
	 	 
	DEUTSCHE BANK TRUST COMPANY
    AMERICAS, not in its	 
	individual capacity, but solely
    as Trustee	 
	 	                                                                               
	 	 
	By:	 	 
	 	Authorized Signatory	 






 






    A-4


     


    

 



 


(Reverse of 6.125% Senior Secured Note)

6.125% Senior Secured Notes due 2025

PICASSO FINANCE SUB, INC.


 


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


 


	(1)	Interest. The Company promises to pay interest on the principal amount of this Note at the
rate of 6.125% per annum from June 15, 2020 until maturity. The Company will pay interest in U.S. Dollars (except as otherwise
provided herein) semiannually in arrears on June 15 and December 15, commencing on December 15, 2020 or if any such day is not
a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes
shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the
date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date, except in the case of the original issuance of Notes, in which case interest shall
accrue from the date of authentication. Interest will be calculated based on a 360-day year consisting of twelve (12) months of
thirty (30) days.



 


	(2)	Method of Payment. The Company will pay interest on the Notes (except defaulted interest)
on the applicable Interest Payment Date to the Persons who are registered Holders of Notes at the close of business on the June
1 and December 1 immediately preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on
or before such Interest Payment Date, except as otherwise provided in the Indenture (as defined below). The Notes shall be payable
as to principal of, premium, if any, interest, at the office or agency of the Company maintained for such purpose, or, at the option
of the Company, with respect to Notes represented by definitive Notes; payment may be made by check mailed to the Holders
at their respective addresses set forth in the register of Holders, or, with respect to Notes represented by global Notes the Holders
of which have provided the Company or the Paying Agent with wire transfer instructions, by wire transfer of immediately available
funds to the account or accounts specified. Principal, premium, if any, interest, shall be considered paid for all purposes hereunder
on the date the Paying Agent, if other than the Company or a Subsidiary thereof, holds, as of 11:00 a.m. (New York City time),
money deposited by the Company in immediately available funds and designated for and sufficient to pay all such principal, premium,
if any, interest, then due. Such payment shall be in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.



 


Any payments of principal of
and interest on this Note prior to the Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The amount due and
payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Paying
Agent or the Paying Agent’s agent appointed for such purposes.


 






    A-5


     


    

 


	(3)	Paying Agent and Registrar. Initially, Deutsche Bank Trust Company Americas, the Trustee
under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such capacity.



 


	(4)	Indenture. The Company issued this Note under an Indenture, dated as of June 15, 2020 (the
“Indenture”), among the Company, the Trustee and the Collateral Agent. The terms of this Note include those
stated in the Indenture. To the extent the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture
shall govern. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms.
The Notes issued on the Issue Date are senior secured Obligations of the Company limited to $650,000,000 in aggregate principal
amount. The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.



 


	(5)	Guarantees and Security. Prior to the Escrow Release Date, the Notes shall be unsecured
obligations of the Company, except to the extent provided in the Escrow and Security Agreement. From and after the Escrow Release
Date, (i) the payment of principal and interest on the Notes will be unconditionally guaranteed on a senior secured basis by the
Company and the other Guarantors to the extent set forth in and subject to the conditions of the Indenture, and (ii) the Notes
will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture and, on and after the Escrow
Release Date, the Intercreditor Agreements and the Security Documents.



 


	(6)	Optional Redemption.



 


		(a)	Special Optional Redemption. At any time and from time to time prior to the Outside Date,
the Company may determine, in its sole discretion, that the Escrow Release Conditions will not be satisfied in full on or prior
to 5:00 pm, New York City time, on the Outside Date and at its option, may redeem the Notes in whole, but not in part at a redemption
price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption
date. If the Company exercises this option, the Company will redeem all Notes then outstanding with the amounts held in the Escrow
Account upon ten (10) days’ prior notice to the Holders and the Trustee.



 






    A-6


     


    

 


		(b)	Optional Redemption on or After June 15, 2022. At any time and from time to time on and
after June 15, 2022, the Company, at its option, may redeem the Notes, in whole or in part, upon not less than fifteen (15) nor
more than sixty (60) days’ prior written notice to Holders and not less than twenty (20) days’ prior written notice
to the Trustee (or such shorter timeline as the Trustee may agree), at the redemption prices (expressed as percentages of the principal
amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to but not including the applicable
redemption date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date
falling on or prior to the redemption date), if redeemed during the 12-month period beginning on June 15 of each of the years set
forth below.



  


	Year	Redemption Price
	2022	103.063%
	2023	101.531%
	2024 and thereafter	100.000%



 


		(c)	Optional Redemption with Proceeds of Qualified Equity Offerings. At any time and from time
to time prior to June 15, 2022, upon not less than fifteen (15) nor more than sixty (60) days’ prior written notice to Holders
and not less than twenty (20) days’ prior written notice to the Trustee (or such shorter timeline as the Trustee may agree),
the Company, at its option, may redeem up to 40% of the aggregate principal amount of the outstanding Notes (including any Additional
Notes) at a redemption price equal to 106.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest,
if any, to but not including the applicable redemption date (subject to the right of Holders on the relevant record date to receive
interest due on an interest payment date falling on or prior to the redemption date) if:



 


(1)           
such redemption is made with the net proceeds of one or more Qualified Equity Offerings;


 


(2)           
at least 60% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture
remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or its Subsidiaries);
and


 


(3)           
the redemption occurs within 90 days following the closing of such Qualified Equity Offering.


 


		(d)	Optional Redemption at Make-Whole Price. At any time and from time to time prior to June
15, 2022, upon not less than fifteen (15) nor more than sixty (60) days’ prior written notice to Holders and not less than
twenty (20) days’ prior written notice to the Trustee (or such shorter timeline as the Trustee may agree), the Company, at
its option, may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes,
plus the Applicable Premium as of, and accrued and unpaid interest to but not including the redemption date (subject to the right
of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the redemption
date).



 






    A-7


     


    

 


		(e)	Optional Redemption before June 15, 2022. At any time, and from time to time, prior to
                                                               June 15, 2022, upon not less than fifteen (15) nor more than sixty (60) days’ prior written notice to Holders and not
                                                               less than twenty (20) days’ prior written notice to the Trustee (or such shorter timeline as the Trustee may agree),
                                                               the Company, at its option, may redeem up to 10% of the aggregate principal amount of the outstanding Notes (including any
                                                               Additional Notes) during each twelve-month period commencing with the Issue Date, at a redemption price equal to 103% of the
                                                               principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but not including the applicable
                                                               redemption date (subject to the right of Holders on the relevant record
date to receive interest due on an interest payment date falling on or prior to the redemption date).



  


		(f)	Notice of any redemption or any redemption in respect of the Notes may, at the Company’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion of any related Qualified
Equity Offering. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of
redemption shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption
date may be delayed until such time as any or all such conditions shall be satisfied (or waived), or such redemption may not occur
and such notice, upon written notice to the Trustee, may be rescinded in the event that any or all such conditions shall not have
been satisfied (waived) by the redemption date as stated in such notice, or by the redemption date as so delayed; provided
that in no event shall such redemption date be delayed to a date later than sixty (60) days after the date on which the original
redemption notice was sent. The Company shall provide notice to the Trustee at least one Business Day prior to the then scheduled
redemption date of the delayed redemption date or the rescinding of the redemption notice. The Company may provide in such notice
that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be
performed by another Person.



 


		(g)	Unless the Company defaults in the payment of the applicable redemption price, interest will cease
to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.



 


		(h)	If any Note is redeemed in part only, a new Note equal in principal amount to the unredeemed portion
of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Subject to any conditions,
Notes called for redemption become due on the date fixed for redemption. On and after the redemption date and interest will cease
to accrue on Notes or portions of the Notes called for redemption.



 


		(i)	Notwithstanding any of the foregoing, notices of redemption may be sent more than sixty (60) days
prior to a redemption date if the notice is issued in connection with a Discharge of this Indenture.



 


		(j)	The Company may at any time, and from time to time, purchase Notes by means other than redemption,
whether in open market transactions or otherwise, subject to compliance with applicable securities laws.



 


	(7)	Mandatory Redemption. The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes other than a Special Mandatory Redemption pursuant to Section 3.9 of the Indenture.



 


	(8)	Special Mandatory Redemption. The Notes are subject to Special Mandatory Redemption, as
described in 3.9 of the Indenture.



 






    A-8


     


    

 


	(9)	Notice of Redemption. Subject to Section 3.3 of the Indenture, notice of redemption will
be mailed by first class mail (or, delivered electronically if held by DTC) at least fifteen (15) days but not more than sixty
(60) days before the redemption date to each Holder whose Notes are to be redeemed at its registered address and for the Notes
registered to DTC, in accordance with DTC’s applicable procedures. If any Note is to be redeemed in part only, the notice
of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. No Notes of $2,000
principal amount or less will be redeemed in part.



 


	(10)	Repurchase at Option of Holder.



 


		(a)	Upon the occurrence of a Change of Control, the Company will be required to make an Offer to Purchase
(a “Change of Control Offer”) all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of each Holder’s Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the principal
amount of the Notes tendered, plus accrued and unpaid interest, if any, to but not including the Purchase Date (subject to the
right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase
Date). For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within thirty (30) days
following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii)
all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of
such Offer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8
of the Indenture.



 


		(b)	If the Company or any of its Restricted Subsidiaries consummates an Asset Sale, any Net Cash Proceeds
therefrom that are not applied or invested as provided in the third paragraph of Section 4.10 of the Indenture within 365 days
after the receipt of any Net Cash Proceeds from such applicable Asset Sale will constitute Excess Proceeds. When the aggregate
amount of Excess Proceeds exceeds $25.0 million, within thirty days thereof, the Company will make an Offer to Purchase (“Asset
Sale Offer”) to all Holders and all holders of Pari Passu Debt containing provisions similar to those set forth in the
Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, in each case, equal to the maximum
principal amount of Notes and such other Pari Passu Debt that may be purchased out of the Excess Proceeds. The offer price in any
such Asset Sale Offer will be equal to 100% of the principal amount of the Notes purchased, plus accrued and unpaid interest, if
any, to but excluding the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such
remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal
amount of Notes and such other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee
will select the Notes and the Company will select such other Pari Passu Debt to be purchased on a pro rata basis as between
the Notes and Pari Passu Debt. Upon completion of each Asset Sale Offer, the amount of
Excess Proceeds will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section
3.8 of the Indenture.



 






    A-9


     


    

 


		(c)	Holders that are the subject of a Change of Control Offer or an Asset Sale Offer (each, an “Offer
to Purchase”), will receive notice of an Offer to Purchase from the Company prior to any related Purchase Date and may
elect to have such Notes purchased by completing the form titled “ Option of Holder to Elect Purchase” appearing
below.



 


	(11)	Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of the Notes may be registered and the
Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required
by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected
for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company and the Registrar shall
not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen
(15) days before the day of any mailing of a notice of redemption under Section (6) hereof and ending at the close of business
on the day of mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between
a record date and the next succeeding Interest Payment Date.



 


	(12)	Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all
purposes.



 


	(13)	Discharge and Defeasance. Subject to the conditions set forth in the Indenture, the Company
and the Guarantors at any time shall be entitled to terminate some or all of their obligations under the Indenture and the Notes
or the Note Guarantees, as applicable, if the Company irrevocably deposits with the Trustee, in trust, for the benefit of the Holders,
cash in U.S. Dollars, non-callable U.S. Government Obligations, or a combination thereof, for the payment of principal of, premium,
if any, and interest on the outstanding Notes to redemption or maturity, as the case may be; provided, that upon any
redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the Indenture
to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice
of redemption, with any deficit as of the date of redemption (any such amount, the “ Applicable Premium Deficit”)
only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set
forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit
that confirms that such Applicable Premium Deficit shall be applied toward such redemption.



 






    A-10


     


    

 


	(14)	Amendment, Supplement and Waiver. The Indenture, the Notes or any Notes Document may be
amended or supplemented as provided in the Indenture.



 


	(15)	Defaults and Remedies. The Events of Default relating to the Notes are defined in Section
6.1 of the Indenture. If an Event of Default (other than an Event of Default specified in Section 6.1(h) of the Indenture with
respect to the Company) occurs and is continuing, then and in every such case, the Trustee or the Holders of not less than 30%
in aggregate principal amount of the outstanding Notes may declare the principal amount of the Notes and any accrued and unpaid
interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders);
provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders
of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if (i) all Events
of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided
in the Indenture and (ii) such rescission or annulment would not conflict with any decree of judgment of a court of competent jurisdiction.



 


In the event
of a declaration of acceleration of the Notes because an Event of Default described in Section 6.1(f) of the Indenture has occurred
and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default
or payment default triggering such Event of Default pursuant to Section 6.1(f) shall be remedied or cured by the Company or such
Restricted Subsidiary or waived by the holders of the relevant Debt within thirty (30) Business Days after the declaration of acceleration
with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.


 


If an Event
of Default specified in Section 6.1(h) occurs with respect to the Company, the principal amount of and any accrued and unpaid interest
on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on
the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except Default in payment of
principal of, premium, if any, and interest on, any Note) if the Trustee determines that withholding notice is in the interests
of the Holders.


 


	(16)	Trustee Dealings with the Company. The Trustee, in its individual or any other capacity,
may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same
rights it would have if it were not Trustee.



 


	(17)	No Recourse Against Others. No past, present or future director, officer, employee, general
or limited partner, incorporator or stockholder of the Company or any of its Subsidiaries, as such, will have any personal liability
for any obligations of the Company or any Guarantor by reason of his, her or its status as such director, officer, employee, stockholder,
general partner, limited partner or incorporator, under the Notes Documents, or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes. Such waiver may not be effective to waive liabilities
under the U.S. federal securities laws or other corporate laws, and it is the view of the SEC that such a waiver is against public
policy.



 






    A-11


     


    

 


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



 


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



 


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



 


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


 


If prior to the Escrow
Release Date:


 


Picasso Finance Sub, Inc.


901 S. Bond Street, #600

Baltimore, Maryland 21231

Facsimile: (410) 933-5940

Attention: General Counsel


  


If on or after the
Escrow Release Date:


 


Williams Scotsman International, Inc.

4646 E. Van Buren Street, Suite 400

Phoenix, Arizona 85008

Facsimile: (800) 298-2585

Attention: General Counsel


 






    A-12


     


    

  


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 and soc. sec. or tax I.D. no.)


 


	 
	 
	 




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


 


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


 


Date: __________


 


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




 


	Signature guarantee: 	 
	 	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)




 



    A-13


     


    




 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note
purchased by the Company pursuant to Section 4.10 (Asset Sales) or 4.14 (Change of Control) of the Indenture, as applicable, check
the box below:


 


[  ] Section 4.10 [  ] Section 4.14


 


If you want to elect to have only part
of the Note purchased by the Company pursuant to Section 4.10 or 4.14 of the Indenture, as applicable, state the amount you elect
to have purchased: $


 


	Date: ___________________	Your Signature:  	 
	 	(Sign exactly as your name appears on the Note)


Tax Identification No.:


 


	Signature guarantee:  	 
	 	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)




 



    A-14


     


    

 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION

OF TRANSFER RESTRICTED NOTES BY A PERSON OTHER THAN THE COMPANY


 


If to the Company Prior to the Escrow Release Date:


 


Picasso Finance Sub, Inc.

901 S. Bond Street, #600

Baltimore, Maryland 21231

Facsimile: (410) 933-5940

Attention: General Counsel


 


If to the Company and/or any Guarantor on or after the Escrow
Release Date:


 


Williams Scotsman International Inc.


 


4646 E. Van Buren Street, Suite 400

Phoenix, Arizona 85008

Facsimile: (800) 298-2585

Attention: General Counsel


 


DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, FL 32256 USA


Attention: Transfer Department


 


 


		Re:	Picasso Finance Sub, Inc.

6.125% Senior Secured Notes due 2025

CUSIP # [71953L AA9]/[U72022AA1]



 


Reference is hereby made to that certain
Indenture, dated June 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
among Picasso Finance Sub, Inc. to be merged with and into Williams Scotsman International, Inc. (the “Company”),
the Guarantors party thereto, the Trustee and the Collateral Agent. Capitalized terms used but not defined herein shall have the
meanings set forth in the Indenture.


 


__________________________ (the “Transferor”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein in the principal amount of $_________________in
such Note[s] held in (check applicable space)___________book-entry or_________definitive form by the undersigned.


 


The Transferor ___________________ (check
one (1) box below):


 


[ ]          hereby
requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes
in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in
such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; or


 


[ ]          hereby
requests the Trustee to exchange or register the transfer of a Note or Notes to _____________ (transferee).


 






    A-15


     


    

 


In connection with any transfer of any
of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”), the Transferor confirms that such Notes are being transferred
in accordance with its terms:


 


CHECK ONE
(1) BOX BELOW:


 


	(1)	[ ]	to the Company or a subsidiary thereof; or



 


	(2)	[ ] 	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (“Rule
144A”)) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given
that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A; or



 


	(3)	[ ]	outside the United States in an offshore transaction to a person other than a “U.S. person” within the meaning of
Regulation S under the Securities Act, in compliance with Rule 904 thereunder.



 


Unless one (1) of the boxes is checked,
the Registrar will refuse to register any of the Note[s] evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided that if box (2) or (3) is checked, the Company or the Trustee may require, prior
to registering any such transfer of the Note[s], in its sole discretion, such legal opinions, certifications and other information
as the Trustee or the Company 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.


 


	 	 
	 	Signature




 


	Signature guarantee:	 
	 	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)
	 	 
	 	TO BE COMPLETED BY PURCHASER IF (2) 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,
and is aware that the sale to it is being made in reliance on Rule 144A 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.


 


[Name of Transferee]


 


Dated: _____________________________


 


	 	 
	 	NOTICE: To be executed by an executive officer




 






    A-16


     


    

 


SCHEDULE OF EXCHANGES OF 6.125% SENIOR SECURED
NOTES DUE 2025


 


The following exchanges of a part of this
Global Note for other 6.125% Senior Secured Notes due 2025 have been made:


 


	Date of Exchange	Amount of Decrease in Principal Amount of This Global Note	Amount of Increase in Principal Amount of This Global Note	Principal Amount of This Global Note Following Such Decrease (or Increase)	Authorized Officer of Trustee or 6.125% Senior Secured Note due 2025 Custodian


 


 



    A-1


     


    




 


Exhibit
B


  


[FORM
OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]


 


If to the Company Prior to the Escrow Release Date:


 


Picasso Finance Sub, Inc.

901 S. Bond Street, #600

Baltimore, Maryland 21231

Facsimile: (410) 933-5940

Attention: General Counsel


 


If to the Company and/or any Guarantor on or after the Escrow
Release Date:


 


Williams Scotsman International Inc.


 


4646 E. Van Buren Street, Suite 400

Phoenix, Arizona 85008

Facsimile: (800) 298-2585

Attention: General Counsel


 


DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, FL 32256 USA


Attention: Transfer Department


 


		Re:	Picasso Finance Sub, Inc. (the “Company”)

6.125% Senior Secured Notes due 2025 (the “Notes”)



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Indenture, dated June 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
among Picasso Finance Sub, Inc. to be merged with and into Williams Scotsman International, Inc. (the “Company”),
the Guarantors party thereto, the Trustee and the Collateral Agent. Capitalized terms used but not defined herein shall have the
meanings set forth in the Indenture.


 


__________________________ (the
“Transferor”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein. In
connection with the Transferor’s proposed sale of $__________ aggregate principal amount at maturity of the Note[s],
the Transferor hereby certifies that such transfer is being effected pursuant to and in accordance with Rule 144A
(“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, the Transferor hereby further certifies that the Note[s] are being transferred to a person
that the Transferor reasonably believes is purchasing the Note[s] for its own account, or for one (1) or more accounts with
respect to which such person exercises sole investment discretion, and such person and each such account is a
“qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule
144A and such Note[s] are being transferred in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred
Note[s] will be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the QIB Global
Note and in the Indenture and the Securities Act.


 






    B-1


     


    

 


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


 


	 	Very truly yours,




  


	 	 
		[Name of Transferor]




 


 


	 	By:	
	 	 	Authorized Signature




  


	Signature guarantee:	 
	 	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)




  



    B-2


     


    

 


Exhibit
C


  


[FORM
OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S]


 


If to the Company Prior to the Escrow Release Date:


 


Picasso Finance Sub, Inc.

901 S. Bond Street, #600

Baltimore, Maryland 21231

Facsimile: (410) 933-5940

Attention: General Counsel


 


If to the Company and/or any Guarantor on or after the Escrow
Release Date:


 


Williams Scotsman International Inc.


 


4646 E. Van Buren Street, Suite 400

Phoenix, Arizona 85008

Facsimile: (800) 298-2585

Attention: General Counsel


 


DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, FL 32256 USA


Attention: Transfer Department


 


		Re:	Picasso Finance Sub, Inc. (the “Company”)

6.125% Senior Secured Notes due 2025 (the “Notes”)



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Indenture, dated June 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
among Picasso Finance Sub, Inc. to be merged with and into Williams Scotsman International, Inc. (the “Company”),
the Guarantors party thereto, the Trustee and the Collateral Agent. Capitalized terms used but not defined herein shall have the
meanings set forth in the Indenture.


 


__________________________ (the “Transferor”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein. In connection with our proposed sale of
$________ aggregate principal amount at maturity of the Note[s], the Transferor confirms that such sale has been effected pursuant
to and in accordance with Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor represents that:


 


		(1)	the transfer of the Note[s] was not made to a person in the United States;



 






    C-1


     


    

 


		(2)	either (a) at the time the buy order was originated, the transferee was outside the United States
or the Transferor and any person acting on the Transferor’s behalf reasonably believed that the transferee was outside the
United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and
neither the Transferor nor any person acting on the Transferor’s behalf knows that the transaction has been prearranged with
a buyer in the United States;



 


		(3)	no directed selling efforts have been made in the United States in contravention of the requirements
of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and



 


		(4)	the transaction is not part of a plan or scheme to evade the registration requirements of the Securities
Act.



 


In addition, if the sale is made during
a restricted period and the provisions of Rule 903(b) or Rule 904(b) of Regulation S are applicable thereto, the Transferor confirms
that such sale has been made in accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be. Upon
consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Note[s] will be subject to
the restrictions on transfer enumerated in the Restricted Notes Legend printed on the Regulation S Global Note and in the Indenture
and the Securities Act.


 



    C-2


     


    

 


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


 


	 	Very truly yours,




  


	 	 
		[Name of Transferor]




 


 


	 	By:	
	 	 	Authorized Signature




  


	Signature guarantee:	 
	 	(Signature must be guaranteed
by a participant in a recognized signature guarantee medallion program)




 






    C-3


     


    

 


Exhibit
D


 


 


FORM OF SUPPLEMENTAL INDENTURE ON THE ESCROW
RELEASE DATE


 


WILLIAMS SCOTSMAN INTERNATIONAL, INC.


 


as Issuer


 


and


 


THE GUARANTORS PARTY HERETO


 


————————————————


 


6.125% SENIOR SECURED NOTES DUE 2025


 


————————————————


 


SUPPLEMENTAL INDENTURE


 


DATED AS OF [ ], 2020


 


————————————————


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


 


as Trustee and Collateral Agent


 






    D-1


     


    

 


This SUPPLEMENTAL INDENTURE, dated as of
[ · ], 2020 is by Williams Scotsman International, Inc., a Delaware
corporation (the “Company”), each of the parties identified under the caption “Guarantors” on the
signature page hereto (the “Guarantors”), Deutsche Bank Trust Company Americas, as trustee (in such capacity
and not in its individual capacity, the “Trustee”) and Deutsche Bank Trust Company Americas, as collateral agent
(in such capacity and not in its individual capacity, the “Collateral Agent”).


 


RECITALS


 


WHEREAS, the Picasso Finance Sub, Inc.,
a Delaware corporation (the “Escrow Issuer”), the Trustee and the Collateral Agent entered into an Indenture,
dated as of June 15, 2020 (the “Indenture”), pursuant to which the Escrow Issuer initially issued $650,000,000
in principal amount of 6.125% Senior Secured Notes due 2025 (the “Notes”);


 


WHEREAS, Section 4.22 of the Indenture provides that following
satisfaction of the Escrow Conditions, the Escrow Issuer will merge with and into the Company, with the Company surviving, and
the Company and the Guarantors will execute a supplemental indenture to assume all of the Escrow Issuer’s obligations and
rights under the Indenture and the Guarantors will become Guarantors under the Indenture;


 


WHEREAS, on the date hereof, the Escrow
Issuer is merging with and into the Company, the Company being the surviving Person of such merger and the Escrow Issuer ceasing
to exist (the “Merger”);


 


WHEREAS, Section 9.1(2) of the Indenture
provides that the Trustee and the Collateral Agent may supplement the Indenture in order to evidence the succession of another
Person and the assumption by any such successor of the covenants and other obligations under the Indenture, without the consent
of the Holders; and


 


WHEREAS, all acts and procedures prescribed
by the Indenture to make this Supplemental Indenture a legally valid and binding instrument on the Company, the Guarantors, the
Trustee and the Collateral Agent, in accordance with its terms, have been duly done and performed;


 


NOW, THEREFORE, in compliance with the
provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors, the Trustee and the Collateral
Agent covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:


 


		(1)	Effective upon consummation of the Merger, the Company, pursuant to Article 5 of the Indenture,
hereby expressly assumes and agrees to pay, perform and/or discharge when due each and every debt, obligation, covenant and agreement
incurred, made or to be paid, performed or discharged by Escrow Issuer under the Indenture and the Notes. The Company hereby agrees
to be bound by all the terms, provisions and conditions of the Indenture and the Notes to which Escrow Issuer was theretofore bound,
and, as the surviving entity, shall succeed to, and be substituted for, and may exercise every right and power of, Escrow Issuer
under the Indenture and the Notes, and the Escrow Issuer is relieved of all of its obligations and duties under the Indenture and
the Notes.



 






    D-2


     


    

 


		(2)	This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form
a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.



 


		(3)	This Supplemental Indenture shall become effective immediately upon its execution and delivery
by each of the Company, the Guarantors, the Trustee and the Collateral Agent.



 


		(4)	From this date, by executing this Supplemental Indenture, the Company and the Guarantors whose
signatures appear below are subject to the provisions of the Indenture to the extent applicable.



 


		(5)	Except as specifically modified herein, the Indenture and the Notes are in all respects ratified
and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized
terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.



 


		(6)	Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed,
or shall be construed to be assumed, by the Trustee or the Collateral Agent by reason of this Supplemental Indenture. This Supplemental
Indenture is executed and accepted by the Trustee and the Collateral Agent subject to all the terms and conditions set forth in
the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable
to the Trustee and the Collateral Agent with respect hereto.



 


		(7)	No past, present or future director, officer, employee, incorporator, stockholder, partner, member
or joint venturer of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or any
Guarantor under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes.



 


		(8)	NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS SUPPLEMENTAL INDENTURE.



 


		(9)	The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall
be an original, but all of such executed copies together shall represent the same agreement. Delivery of an executed counterpart
of a signature page to this Supplemental Indenture by telecopier, facsimile or other electronic transmission (i.e. “pdf”,
“docusign” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.



 


[NEXT PAGE IS SIGNATURE PAGE]


 






    D-3


     


    

 


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


 


	 	WILLIAMS SCOTSMAN INTERNATIONAL, INC.




 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	[GUARANTORS]




 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee




 





	 	By:	 
	 	 	Name:
	 	 	Title:


  


	 	By:	 
	 	 	Name:
	 	 	Title:





 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent




 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 






    D-4


     


    

 


Exhibit
E


 


 


FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED
BY SUBSEQUENT GUARANTORS


 


WILLIAMS SCOTSMAN INTERNATIONAL, INC.


 


as Issuer


 


and


 


THE GUARANTORS PARTY HERETO


 


————————————————


 


6.125% SENIOR SECURED NOTES DUE 2025


 


————————————————


 


SUPPLEMENTAL INDENTURE


 


DATED AS OF [ ]


 


————————————————


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


 


as Trustee and Collateral Agent


 






    E-1


     


    

 


This SUPPLEMENTAL INDENTURE, dated as of
[ ] is by and among Williams Scotsman International, Inc., a Delaware corporation (the “Company”), each of the
parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”),
Deutsche Bank Trust Company Americas, as trustee (in such capacity and not in its individual capacity, the “Trustee”)
and Deutsche Bank Trust Company Americas, as collateral agent (in such capacity and not in its individual capacity, the “Collateral
Agent”).


 


RECITALS


 


WHEREAS, the Picasso Finance Sub, Inc.,
a Delaware corporation (the “Escrow Issuer”), the Trustee and the Collateral Agent entered into an Indenture,
dated as of June 15, 2020 (the “Indenture”), as supplemented by a First Supplemental Indenture dated as of [ · ],
2020 among the Company, the Guarantors, the Trustee and the Collateral Agent (the “First Supplemental Indenture”),
providing for the issuance of $650,000,000 in principal amount of 6.125% Senior Secured Notes due 2025 (the “Notes”);


 


WHEREAS, Section 9.1(2) of the Indenture
provides that the Company, the Guarantors, the Trustee and the Collateral Agent may supplement the Indenture in order to add Guarantors
pursuant to Sections 4.17 and 11.8 thereof, without the consent of the Holders; and


 


WHEREAS, all acts and procedures prescribed
by the Indenture to make this Supplemental Indenture a legally valid and binding instrument on the Company, the Guarantors, the
Trustee and the Collateral Agent, in accordance with its terms, have been duly done and performed;


 


NOW, THEREFORE, in compliance with the
provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors, the Trustee and the Collateral
Agent covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:


 


		(1)	This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form
a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.



 


		(2)	This Supplemental Indenture shall become effective immediately upon its execution and delivery
by each of the Company, the Guarantors, the Trustee and the Collateral Agent.



 


		(3)	From this date, by executing this Supplemental Indenture, the Guarantors whose signatures appear
below are subject to the provisions of the Indenture to the extent applicable.



 


		(4)	Except as specifically modified herein, the Indenture and the Notes are in all respects ratified
and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized
terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.



 


		(5)	Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed,
or shall be construed to be assumed, by the Trustee or the Collateral Agent by reason of this Supplemental Indenture. This Supplemental
Indenture is executed and accepted by the Trustee and the Collateral Agent subject to all the terms and conditions set forth in
the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and
made applicable to the Trustee and the Collateral Agent with respect hereto.



 






    E-2


     


    

 


		(6)	No past, present or future director, officer, employee, incorporator, stockholder, partner, member
or joint venturer of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or any
Guarantor under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes.



 


		(7)	NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS SUPPLEMENTAL INDENTURE.



 


		(8)	The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall
be an original, but all of such executed copies together shall represent the same agreement. Delivery of an executed counterpart
of a signature page to this Supplemental Indenture by telecopier, facsimile or other electronic transmission (i.e. “pdf”,
“docusign” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.



 


[NEXT PAGE IS SIGNATURE PAGE]


 






    E-3


     


    

 


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


 


	 	WILLIAMS SCOTSMAN INTERNATIONAL, INC.




 


 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


	 	[GUARANTORS]




 


 


	 	By:	 
	 	 	Name:
	 	 	Title:





 


	 	[ADDITIONAL GUARANTORS]




 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee




  


	 	By:	 
	 	 	Name:
	 	 	Title:


   


	 	By:	 
	 	 	Name:
	 	 	Title:



 





    E-4


     


    




 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent




 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 



    E-5